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HomeMy WebLinkAbout4.448 Original Contract .. 4. <.f <I g .' CLALLAM COUNTY HISTORICAL SOCIETY P.O. BOX 1327 PORT ANGELES, W A 98362 360-452-2662 artifact@olypen.com INVOICE December 13, 2004 City of Port Angeles P.O. Box 1150 Port Angeles, W A 98362 Reimbursement for Exhibit Design, Carnegie Library ~ ~J,qJ</~ be ()/,< /'( ,.416VIVtl. b l ,...,<<< ~/,.,.." .-" ~r": eo t? vI ;!Q o-<l/" ~~1 - ,Q5J - 5'1<J . <lISD P u-sqlD~ WI) 5:?<g - 8 ,.. FORTANGELES From the desk of Becky Upton, City Clerk WAS H I N G TON, USA December 17, 2004 Mike, Attached is another invoice from the Historical Society for the Carnegie Library. As you know, I always get a duplicate copy of the invoice, and I code the invoice for your signature. I was starting to code this particular invoice, and some quick math in my head made me look at the total amount still due the Historical Society by contract. Phase I of the contract was for $50,000 and Phase II was for $200,000. Any amount not spent under Phase I was to be applied to Phase II. Ifwe were to pay this invoice, we would exceed the contractual amounts. Note that Kathy Monds indicated yet another invoice is forthcoming. I attempted to reach her by phone several times to discuss this issue, but I was unsuccessful. My list of the payments, according to the dates on which they were coded, reflects the followmg: Phase I - $50.000 14,560 - 11/21/03 13,910 - 12/11/03 10,400 - 01/02/04 6.880 - 2/4/04 45,750 - total Phase II - $200.000 + 4.250 Phase I Unexpended = $204.250 12,000 - 2/20/04 33,112 - 9/27/04 63,612 - 10/18/04 63.612 - 11/19/04 172,336 If the $35,242 reflected on the current invoice is paid, the City would have paid a total of $207,336 for Phase II. Not wanting to create any problems with the Historical Society, would you like to discuss this with someone from the Historical Society? I will be gone this coming week, and I didn't want to leave it until I return, as I understand they need payment as quickly as possible. Becky .. # Clallam County Historical Society Status Report Contract with Pacific Studio for Exhibit Design at the Carnegie December 13,2004 Attached is an invoice for another progress payment for the Carnegie Library. There will be only one more invoice as most of the work is done. I appreciate your timely reimbursement of the invoices over the past year-we operate on a tight budget and it meant a lot to know I wouldn't be waiting long for a check from the City. If you have any questions, please do not hesitate to call me. Kathryn M. Monds, Executive Director Clallam County Historical Society 360-452-2662 artifact@olypen.com ~ * .- Remit to: Pacific Studio 615 S. Alaska St. SEA TTLE,WA 98108 Kathy Monds, Executive Director Clallam County Historical Society P.O. Box 1327 Port Angeles WA 98362 Quantity Description 1 September 2004 - Progress Payments Terms: Payment Due: Upon Receipt please make payments to: Pacific Northwest Theatre AssoCiates, Inc. All payments should be sent to: Pacific Northwest Theatre Associates, Inc Attn: Accounts Receivable- Pacific Studio 615 S. Alaska St Seattle, WA 98108 A Division of PNT A INVOICE INVOICE 500196 DATE 10/29/2004 JOB Clallam County Historical JOB NUMBER: 02-031008 PO NUMBER: JOB REF: 22926 Price Amount 35,242.00 35,242.00 SUBTOTAL: TAX: TOTAL: $35,242.00 $35,242.00 AID .;).'t~.O~ 5311 Shilshole Ave NW * Seattle WA 98107 * 206-783-5226 * Fax: 206-783-5409 * www.pacific-studio.com * a division of PNTA CLALLAM COUNTY HISTORICAL SOCIETY P.O. BOX 1327 PORT ANGELES, W A 98362 360-452-2662 artifact@olypen com INVOICE November 19,2004 City of Port Angeles P.O. Box 1150 Port Angeles, W A 98362 Reimbursement for Exhibit Design, Carnegie Library 63,612.00 '- ~1- Iq~J - 5q<l- <1/ 5l) I J ~ /'1 - 01 {) t. hI' Iq7~A. .., ~j2-_.:~ <I. <1<1 ~ Kathy Monds, Executive Director Clallam County Historical Society P.O. Box 1327 Port Angeles W A 98362 ;~:"':E'>~' ,': ,: ,-"',, S""'Uj ~:'r~'~~;i~ "" tl~(:.L,F: J ;(",<, "J".., ,.D ..I ,ED,"" :~>f<A ~yVlcf~'fJ;<if~~,~t0J,~~}cl:?t':</~~~;:~1 A Division of PNT A INVOICE INVOICE 500155 DATE 9/23/2004 JOB Clallam County Historical JOB NUMBER: 02-031008 PO NUMBER: JOB REF. 22926 Remit to: Pacific SfUdio 615 S. Alaska St. SEATTLE,WA 98108 Quantity Descnption Price Amount September 2004 - Progress Payments 63,612.00 63,612.00 AID ~ ~ ~ ';L.dt '~ g~~~~i1 oLt SUBTOTAL: TAX: TOTAL: $63,612.00 $63,612.00 Terms: Payment Due' Upon Receipt please make payments to' Pacific Northwest Theatre ASSOCiates, Inc All payments should be sent to, Pacific Northwest Theatre ASSOCiates, Inc Attn Accounts Recelvable- Pacific Studio 615 S Alaska St. Seattle, WA 98108 5311 Shilshole Ave NW" Seattle WA 98107" 206-783-5226" Fax: 206-783-5409" INWW pacific-studio.com" a diVision of PNTA Clallam County Historical Society Status Report Contract with Pacific Studio for Exhibit Design at the Carnegie November 19,2004 Attached is an invoice for another progress payment for the Carnegie Library. As the exhibits are 99 percent complete-and most City Council members and a number of department heads have seen the exhibits-I hope you will accept this abbreviated status report. The exhibits in the Carnegie are stunning, and I heard numerous compliments at the dedication ceremonies. Everyone at the Clallam County Historical Society hopes you share our enthusiasm for the project. If you have any questions, please do not hesitate to call me. Kathryn M. Monds, Executive Director Clallam County Historical Society 360-452-2662 artifact@olypen.com 'k>:~' f ' \ .q. (/(/g Clallam County Historical Society Status Report Contract with Pacific Studio for Exhibit Design at the Carnegie October 11,2004 Pacific Studio continues to construct exhibit walls and artifact stands for the Carnegie Library. Their graphics department is working on the text and photo layout for the walls. The Clallam County Historical Society continues its exhibit text writing and photo selection. This invoice reflects the progress payment for August; we just received the statement for September and will submit a reimbursement request for that soon. There is no question about the progress that has been made. Pacific Studio was here the week of October 5 and installed most of the interior walls. The Historical Society arranged for the movement of the Tatoosh Lighthouse light and a large telephone booth. Pacific Studio will be back the week of October 25 to install the graphic panels, artifacts and any remaining walls. If you have any questions, or wish to see the work that has been done, please do not hesitate to call me. Kathryn M. Monds, Executive Director Clallam County Historical Society 360-452-2662 artifact@olypen.com 8~? -7f/~/-5q~ -1J50 10 - I g - O<j ~./2- CLALLAM COUNTY HISTORICAL SOCIETY P.O. BOX 1327 PORT ANGELES, WA 98362 'J/:::() A.c;:., .,/:::/:::., ..JVV-""'T-'~-~VV~ artifact@olypen com INVOICE October 11,2004 City of Port Angeles P.O. Box 1150 Port Angeles, W A 98362 Reimbursement for Exhibit Design, Carnegie Library 63,612.00 (Copy of invoice/payment, Pacific Studio, attached. Please note that this payment is for August) ot tQ 17 ~ /' - - / #ri2-'L-~ , ~~.;r..- -- IO/lf'oV Kathy Monds, Executive Director Clallam County Historical Society P.O. Box 1327 Port Angeles WA 98362 ;;'~R~~~i"~: ''" ) , ".; ;':, ::q> '> "',! '7AH:!IUif(f~tl:<C;"7'" '" mi\.i;h~,;I)~r):1 11::,', ';~~!~:~~~~;i,,\):~~i A DIvIsion of PNT A iNVOiCE INVOICE 500143 DATE 8/31/2004 JOB Clallam County Historical JOB NUMBER: 02-031 008 PO NUMBER. JOB REF: 22926 Remit to: Pacific Studio 6-15 S. Alaska St. SEA TTLE,WA 98108 Quantity Description -- , - Pike Amount July and August 2004 - Progress Payments 96,724.00 96,724.00 J~\~ 3>3 \ \ ~ ,00 I .~'Js5r {qj (P1.1.00 I I SUBTOTAL: $96,724.00 TAX. TOTAL: $96,724.00 Terms: Payment Due Upon Receipt please make payments to. PaCific Northwest Theatre Associates, Inc. All payments should be sent to' Pacific Northwest Theatre Associates, Inc Attn Accounts Receivable- Pacific Studio 615 S Alaska St. Seattle, WA 98108 5311 Shilshole Ave NW * Seattle WA 98107 * 206-783-5226 * Fax: 206-783-5409 * www.paclfic-studio.com * a diviSion of PNTA I 4. q <I g Clallam County Historical Society Status Report Contract with Pacific Studio for Exhibit Design at the Carnegie October 11,2004 Pacific Studio continues to construct exhibit walls and artifact stands for the Carnegie Library. Their graphics department is working on the text and photo layout for the walls. The Clallam County Historical Society continues its exhibit text writing and photo selection. This invoice reflects the progress payment for August; we just received the statement for September and will submit a reimbursement request for that soon. There is no question about the progress that has been made. Pacific Studio was here the week of October 5 and installed most of the interior walls. The Historical Society arranged for the movement of the Tatoosh Lighthouse light and a large telephone booth. Pacific Studio will be back the week of October 25 to install the graphic panels, artifacts and any remaining walls. If you have any questions, or wish to see the work that has been done, please do not hesitate to call me. Kathryn M. Monds, Executive Director Clallam County Historical Society 360-452-2662 artifact@olypen.com # CLALLAM COUNTY mSTORICAL SOCIETY P.O. BOX 1327 PORT ANGELES, W A 98362 360-452-2662 artifact@olypen.com INVOICE October 11,2004 City of Port Angeles P.O. Box 1150 Port Angeles, W A 98362 Reimbursement for Exhibit Design, Carnegie Library 63,612.00 (Copy of invoice/payment, Pacific Studio, attached. Please note that this payment is for August) . Remit to: Pacific Studio 6'15 S. Alaska St. SEATTLE,WA 98108 A Division of PNT A INVOICE Kathy Monds, Executive Director Clallam County Historical Society P.O. Box 1327 Port Angeles WA 98362 INVOICE 500143 'DATE 8/31/2004 JOB Clallam County Historical JOB NUMBER: 02-031 008 PO NUMBER: JOB REF: 22926 Quantity Descriptbn -. Price Amount July and August 2004 - Progress Payments 96,724.00 96,724.00 J u.-\ :) ?>'3> \ \ ~ ,00 I ~u~t- ~ .~ .lol;} .00 I I SUBTOTAL: $96,724.00 TAX: TOTAL: $96,724.00 Terms: Payment Due, Upon Receipt please make payments to. Pacific Northwest Theatre Associates, Inc All payments should be sent to. Pacific Northwest Theatre Associates, Inc. Attn' Accounts Receivable- Pacific Studio 615 S. Alaska St Seattle, WA 98108 5311 Shilshole Ave NW * Seattle WA 98107 * 206-783-5226 * Fax: 206-783-5409 * www.paclfic-studio.com * a division of PNT A . ~ </. </<1 g CLALLAM COUNTY HISTORICAL SOCIETY P.O. BOX 1327 PORT ANGELES, W A 98362 360-452-2662 artifact@olypen.com INVOICE September 23,2004 City of Port Angeles P.O. Box 1150 Port Angeles, W A 98362 Reimbursement for Exhibit Design, Carnegie Library 33,112.00 (Copy of invoice/payment, Pacific Studio, attached. Please note that this payment is for July 2004 only; $63,612.00 is owed for August) ~1: l~o/- 5f-<f - <-f IS[) ~j,.~ q - ~ '7 - 01 Ad,? t. ,'1)' 11,,1JV'- Clallam County Historical Society Status Report Contract with Pacific Studio for Exhibit Design at the Carnegie ~ECE'veD SEP 242004 '~+'f '"~ P"ft A~~~~~r; September 23, 2004 Pacific Studio and the Clallam County Historical Society have been on a whirlwind schedule with Phase 2 to fmalize the design ofthe exhibits for the Carnegie Library and then to construct those exhibits. The Society has been working on writing exhibit text; pulling photos from its collection; identifying and ordering photos/artwork from other museum collections; and choosing artifacts. Pacific Studio has been receiving this information and working on two phases of the project. One phase includes building the walls, artifact cases, and artifact mounts. The other phase involves the graphic design ofthe exhibits. We are on target for opening the museum at the Carnegie at the end of October. Invoices for Phase 2 will appear regularly for the next two months. A copy of the payment schedule is attached. If you have any questions, please do not hesitate to call me. Pacific Studio will be here the week of October 4 to install the walls and cases. Graphics will follow within two weeks. If you would like to see the progress that week, please let me know and I will make arrangements. Kathryn M. Monds, Executive Director Clallam County Historical Society 360-452-2662 artifact@olypen.com Remit to: . . Pacific Studio 6"15 S. Alaska St. SEATTLE,WA 98108 A Division of PNTA INVOICE Kathy Monds, Executive Director Clallam County Historical Society P.O. Box 1327 Port Angeles WA 98362 INVOICE 500143 DATE 8/31/2004 JOB Clallam County Historical JOB NUMBER: 02-031008 PO NUMBER: JOB REF: 22926 Quantity Description I Price Amount July and August 2004 - Progress Payments 96,724.00 96,724.00 P\~JU~L. ~ \e... ~ TIu.- C. \~ Co ~ th~ ~Ylca.. ~~~ lCLS feud. ~ ~~ ~~ o~ ~ ) ~} ( 1,}.oO. L~ o--\\.~ U1LVOlQ ,) 1\.L ~~\- !~ '* lIc,':l,(.[;l.oC \S~ 01- tu- RJV 0 ~ krn--ku . , I SUBTOTAL: $96,724.00 TAX: TOTAL: $96,724.00 Terms: Payment Due: Upon Receipt please make payments to: Pacific Northwest Theatre Associates, Inc. All payments should be sent to: Pacific Northwest Theatre Associates, Inc Attn Accounts Receivable- Pacific Studio 615 S Alaska St Seattle, WA 98108 5311 Shilshole Ave NW * Seattle W A 98107 * 206-783-5226 * Fax: 206-783-5409 * www pacific-studio com * a diVIsion of PNT A " t~^'C IF I 'G,. ",,$,":ru [ii'a', '" " ,J'I':\ , " ' ' '. Quote Ref: 2879 ',"' ipl'/?~"""J'"c>f,l;;hdfi.wuitwe- ef,11xhre0/ ',;', " , GOP1 :HANGE ORDER \\l~ j\ OR: Clallam County Histor,i,cpl Society P.O. Box 1327 -,,', Port Angeles WA 98362 :ONTACT: Kathy Monds, Executive Director 'HONE: 360-452-2662 AX: 360-452-2662 PRINT DATE: July 6, 2004 JOB: Clallam County Historical Society COMMENCE: 7/21/2003 COMPLETE: 6/1/2004 PAGE:~OF~PAGES >pecial Comments: Amended contract amount and payment schedule to approved contract dated I Quantity I Description Price Amount Additonal money required to build and install exhibits as per the design drawings approved by CCHS on June 8th, 2004 == $50,000 - - Additional money required for, tech equipment, development labor, and installation of theatre experience in exhibit Section G: Creating Communities = $11,000 Payment shedule amended as follows: i July 2004 - Progress Payment 33,112.00 33,112.00 August 2004 - Progress Payment 63,612.00 63,612.00 September 2004 - Progress Payment 63,612.00 63,612.00 October 2004 :.. 'Progress Payment 33,112:00 33,112.00 Please note this change order request represents an increase of $61 ,000, bringing the total amount paid to Pacific Studio from $234,880 to " $295,880. Quote Total $193,448.00 , . I Terms: 1. Bid subject to revocation after 30 days' c 2.50% due prior to commencement of construction. -'$Ia&.,jr.~ 3. 50% due upon completion. 4. Bid is for stated materials Alterations may incur further charges. 5. Bid contingent upon above commencement and completion dates 6. F.O.B. Pacific studio. 5311 Shllshole AVe NW, Seattle WA 98107 Quoted by: ~ AISalm Please sign and return to accept bid and commence construction: :I::;':~.l-, ~ ~ ~ I '- 5311 Shilshole Ave NW * Seattle WA 98107 * 206-783-5226 * Fax: 206-783-5409 * www.pacific-studlo com * a division of '. . ~ ~ . ..~.. IL-I.-Uw.IU.::H::OA.VI. CLALLAlvI COUNTY HiSTORICAL SOCIETY P.O. BOX 1327 PORT ANGELES, W A 98362 360-452-2662 artifact@olypen.com INVOICE December 10,2003 City OfPOTL Angeles P.O. Box 1150 Port Angeles, WA 98362 Reimbursement for Exhibit Design, Carnegie Library 13,910.00 (Copy ofinvoiee/paymcnt, Pacific Studio, attached) 3d.7-1Q&1 - 5q<j- <//=iJ ~.~ </. ~<lg EC;# 3 EC;# 4 ***** INVOICE ***** PAGE: 1 PACTFTC N.W. THEA~RR ASSOC., INC. dba PAC1]:'l C STUDIO, PNTA 615 S. ALASKA ST. SEATTLE, WA 98108-1728 TNVOTr:R NnMRER~ Ol01319-IN lNV01CE DATE: 10/28/03 (206) 622-7850 SALESPERSON: AS SALES TAX CODE: NON TAX Clallam County His'torical Sac. P.O. Box 1327 PORT ANGELES WA 98362 CONTACT: CUSTOMER NO: CLALLAM CUSTOMER P.O.: map VIA: ~F.RMS: NO TERMS -------------~---~~----------~~------~--_._--~~--~~~-~-~~~--~-~---~------------ DESCRIPTION QUANTITY PRICE AMOUNT ----------------------------~-----------------_._------------------------------ ea 1.00 13,910.000 13,910.00 Progress Payment 10/?-8/03 PAID C~NQ J~~0 I~O OATE \ \ r \ 2., lcific Studio thanks you for your business. NET INVOICE: FREIGHT: SALES TAX: 13,910.00 .00 .00 lNVOICE TOTAL: 13,910.00 lL.-l I-U-3, lU:t;.bAM EC;# 2 C.lalJam COlmty Historical Society Status Report ContracL with Pacili(,; Studio fOT Exhibit Vesign at the CarnegIe December 10, 2003 The Carnegie Committee cuntinues to meet (in person, over the phone, or by' e- mail) with Pacifi~ Studio. We aU arc learning about the many people, events, and resources that have shuped-mJd continue to shapc-ClaHam County. We have established the preliminary working title, "'Faces of'Clallam County," and the overall exhibit ~orking theme, "The permanent exhibit at the C1."lllam County Historical Socicty will reveal the unique connection between the people and the landscape o[Clallam County througllOut history by presenting capsule biographies of individuals whuse lives embody major stories and events, which represent the evolution in the life and spirit of the county." Aftcr pouring over numerous drafts of exhibit content ideas. the committee presented the following topics to he developed into exbibit8. ./ Native Americans ./ Explorers ./ Puget ~ound Cooperative Colony ./ Maritime ./ Tilllbc::r Iudu~lry ./ Port Angeles Reserve ./ Railroads ./ Resort~ and Recreation ./ Lines of Communication ./ Agriculture ./ Port Angcl~s Downtown Regrade ./ Schools ./ Culture and Reljgion v Olympic National Park ./ World War II We will be going filII speed ahead over the next few months! Thank you for your continued support, and we look forward to sharing with you some detailed drawings in February 2004. i~~ Kathl'yn M. MOl1ds EXl,;cutive Director Clallam County Historical Society I I - 20- 0 3; 5' 2 1 PM </. </<J8 # 2 Cl'111am County Historical Society Status Report Contract with Pacific Studio fur Exhibit Des.ign at the Carnegie November 20, 2003 The Carnegie Committee o1'the Clallam County Historical Society has been, extremely active since the summer. After contracting with racili\; Sludio orSeaUle to Jesign the permanent exhibits for the upper floor of the Carnegie, a week does not go hy without e-mail, phone or "snall mail" between the two groups. The Carnegie Committee has traveled to Seattle twice to discuss exhibit design and met separately each month. Pacific Studio staffhas traveled to Port Angeles twice to view a.tifucts, photographs, and to JisCllSS exhibit d~sign and content Idtmtifying the "fhce~ of Clallam County" and the stories to be lQld about the County's history has been time consuming but extremely excitingll Representatives of the Carnegie Committee and Pac1fic Studio have been meeting with members ofOPICAC (Olympic Peninsula Intertribal Cultural Advisory Committee) as well so the Native American exhibit story lines are told from the perspective ofthe tribes. Did you know that there are three distinct Native languages on the Peninsula? Dozens ofwritLen documents have gone back and forth as the Carnegie Committee and Pacific Sluuio work tu I.k:vcJup the exhibits lo lell the sLory 11 r Clallam County. While there is a tremendous amourtt of work that still needs to be accomplished, we have decided that the exhibits will highlight people, rather than events, and how these people's stories tell the story o/"Clallam COllnty'~ history_ We are in the process of developing eight themes, and choosing artifacts, photobrraphs and oral histories that ~upport the themes. Kathryn M. Monds Executive Director Clallam County 1-1 istorieal Society The CLALLAM COUNTY HISTORICAL SOCIETY PO Box 1327 Port Angeles, Washington 98362-0224 Telephone: 360-452-2662 FAX: 360-452-2662 e-mail: artifact@olypen.com November 17,2003 BeckyJ. Upton,C~C City of Port Angeles P.O. Box 1150 Port Angeles, W A 98362 RE: Contract for ~useum Development Services Dear Becky: Museum First and Oak Street Downtown Port Angeles Lincoln School Complex 9th at C Street Admtmstratton Office Archives Library Arttfact Storage Faclhty Genealogy Library Enclosed is our first invoice for design development ofthe Carnegie. We have already paid Pacific Studio, and I have included a copy of their invoice to us. If you need any other information, please let me know. The bills should start coming monthly now. Thanks! Sincerely, t{ OJ.J - Kathryn ~onds Executive Dir~tor Enclosures Lmcoln School- the Future Home of the Museum CLALLAM COUNTY HISTORICAL SOCIETY P.O. BOX 1327 PORT ANGELES, W A 98362 360-452-2662 artifact@olypen corn INVOICE November 12,2003 City of Port Angeles P.O. Box 1150 Port Angeles, W A 98362 Reimbursement for Exhibit Design, Carnegie Library (Copy of invoice/payment, Pacific Studio, attached) 14,560.00 ~ ***** INVOICE ***** PAGE: 1 PACIFIC N.W. THEATRE ASSOC., INC. dba PACIFIC STUDIO, PNTA 615 S. ALASKA ST. SEATTLE, WA 98108-1728 (206) 622-7850 INVOICE NUMBER: 0101295-IN INVOICE DATE: 09/20/03 SALESPERSON: AS . SALES TAX CODE: NONTAX JOB NUMBER: 0343-000 Clallam County Historical Soc. P.O. Box 1327 PORT ANGELES WA 98362 CUSTOMER NO: CLALLAM CUSTOMER P.O.: CONTACT: SHIP VIA: TERMS: NO TERMS -------------------------------------------------------------------------------- DESCRIPTION QUANTITY PRICE AMOUNT -------------------------------------------------------------------------------- Progress Payment August 25, 2003 September 25, 2003 ea ea 1. 00 1. 00 8,320.000 6,240.000 8,320.00 6,240.00 PAl Dt~ :lENQ (~!1ln" 1'1. e~ J+l~TVtICJ1L &Jt/ E:ry Pacific Studio thanks you for your business. NET INVOICE: FREIGHT: SALES TAX: 14,560.00 .00 .00 INVOICE TOTAL: 14,560.00 f~ ", < I :'i' </, ~<I g . " Contract for Museum Development Services ~~ THIS CONTRACT is entered into this ~8tLl.day of~t, 2003, by and between the City of Port Angeles, Washington, hereinafter called "City," and the Clallam County Historical Society, a non-profit corporation, hereinafter called "the Contractor." REPRESENTATIONS 1. It is in the public interest to develop and establish a high quality historical and cultural museum at the restored Carnegie Library on Lincoln Street in an effort to promote heritage education to the citizens of Port Angeles and Clallam County and to promote the expansion of tourism in the City of Port Angeles. 2. The Contractor desires to provide museum development services as set forth in Section 1 below, utilizing funding provided by the City. 3. Upon completion of said museum development services, the Contractor will occupy the restored Carnegie Library and operate it as a museum. AGREEMENTS In consideration of the above representations and the payments, covenants and agreements hereinafter mentioned, to be made and performed by the parties hereto, the parties agree as follows: 1. Scope of Services. A. The Contractor shall design, implement and install museum programs and exhibits and make necessary improvements to the building in order to establish a high quality museum at the restored Carnegie Library on Lincoln Street. B. The Contractor shall develop an innovative and interactive experience for visitors and residents who want to understand the history and culture of Clallam County. C. The Contractor shall promote historical and cultural sites and events ofthe Clallam County area, as appropriate augmentation to the museum operation. D. The Contractor shall develop the museum in a high quality manner, using both volunteer and professional expertise and skills to accomplish the scope of services described herein. E. The scope of services shall be performed in two phases as follows: 1) Phase I, "Planning", shall include development of content and concept - 1- ". design and development of exhibits and spatial layout. This phase will include, but not be limited to, organizing space, developing exhibit themes and programs, identifying artifact groupings for display, preparing preliminary text and graphic panels for review, and detailing the design components sufficiently to proceed toward construction in Phase II. A report describing the specific tasks accomplished in Phase I shall be presented to the City Manager for review and approval prior to the commencement of Phase II. 2) Phase II, "Construction", shall include the final detail design and the construction/fabrication/installation of exhibits. The exhibits shall include a combination of static and interactive displays, utilizing a variety of media including audio/video/computer equipment, appropriate signage, custom and standard displays and cabinets, and artifacts from the Contractor's collection, as well as those borrowed from other museums and institutions. Outfitting of the museum shall include appropriate office and retail sales furnishings. Also, the Contractor shall furnish and install an appropriate dedication plaque acceptable to the City acknowledging the financial contributions that various organizations and foundations have made to the museum. F. The scope of services for Phases I and II shall be performed substantially consistent with the project agreement between the Contractor and its professional consultant, a preliminary copy of which is attached hereto as Exhibit A. Before proceeding to Phase II, the Contractor shall provide the City Manager with the appropriate attachments to the project agreement, setting forth the detailed scope of work, for the City Manager's approval. 2. Ownership of Exhibits. All artifacts and exhibit displays and cabinetry installed by the Contractor shall be the property of the Contractor but at the City's option shall become the City's property in the event that the Contractor ceases operating the museum within the City of Port Angeles and removes said items from within the City. 3. Duration of Contract. All work shall be performed in a timely manner. The target date for the opening of the museum is July 1, 2004. Phase I of the contract shall be substantially complete prior to the commencing of Phase II. Phase II shall be substantially complete prior to the target opening date. 4. Compensation and Method of Payment. The City shall pay the Contractor a sum not to exceed $250,000 for said scope of services. Payment for Phase I shall not exceed $50,000, and payment for Phase II shall not exceed $200,000, plus any residual balance from Phase I. Progress payments on said amounts shall be paid monthly upon receipt and acceptance by the City Manager of the Contractor's monthly progress report, as required under Paragraph 4-B of this contract. The Contractor will invoice the City for the monthly reimbursements. - 2- . . 5. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records which accurately reflect the costs of each phase. These financial records and all records relating to the performance of this contract shall be available for City inspection. B. The Contractor shall provide the City with monthly reports fully describing what work has been performed pursuant to this contract and how the work relates to the work and activities set forth in Section 1. Said monthly reports shall also include progress references to the project agreement. Monthly reports shall accompany the monthly invoices for payment. The final report for each Phase shall include a complete report describing and detailing how the performance of the services has been accomplished in accordance with this contract. C. The Contractor shall use its best efforts to economize on overhead expenses to the maximum extent feasible in providing the services to be performed pursuant to this contract. 6. Independent Contractor Status. The relationship created by this contract is that of independent contracting entities. The Contractor is not an employee of the City and is not entitled to the benefits provided by the City to its employees. The Contractor, as an independent contractor, has the authority to control and direct the performance ofthe details ofthe work to be provided. The Contractor shall assume full responsibility for payment of all Federal, State and local taxes or contributions imposed or required, including, but not limited to, unemployment insurance, Social Security and income tax. 7. Hold Harmless and Indemnification. The Contractor shall protect, defend, hold harmless, and indemnify the City, its officers, agents and employees from and against any and all claims, damages, losses and expenses, including reasonable attorney fees, occurring, arising or resulting from the performance of this Contract. 8. Insurance. During the performance of this contract, the Contractor shall require its professional consultant to maintain comprehensive general liability insurance and while the Contractor is occupying the building shall maintain public liability and property damage insurance in accordance with its lease with the City. 9. Breach. A. In the event of either party's material breach of the terms or conditions of this contract, the non-breaching party reserves the right to withhold payments or services until corrective action has been taken or completed. However, the party shall not exercise this right until they have given written notice of such material breach to the breaching party and ten days have passed since the receipt of such notice. This option is in addition to and not in lieu ofthe parties' right to terminate this contract or any other right which state law offers for breach of contract. - 3- '. " . B. If either party shall materially breach any of the covenants undertaken herein or any of the duties imposed upon it by this contract, such material breach shall entitle the other party to terminate this contract, provided that the party desiring to terminate for such cause shall give the offending party at least twenty days' written notice, specifying the particulars wherein it is claimed that there has been a violation hereof, and if at the end of such time, the party notified has not removed the cause of complaint, or remedied the purported violation, then the termination of this contract shall be deemed complete. 10. Non-Discrimination. The Contractor shall conduct its work in a manner which assures fair, equal and non-discriminatory treatment of all persons, without respect to race, creed or national origin, and, in particular: A. The Contractor shall maintain open hiring and employment practices and will welcome applications for employment in all positions from qualified individuals who are members of minorities protected by federal equal opportunity/affirmative action requirements; and, B. The Contractor shall comply with all requirements of applicable federal, state or local laws or regulations issued pursuant thereto, relating to the establishment of non-discriminatory requirements in hiring and employment practices and assuring the services of all persons without discrimination as to any person's race, color, religion, sex, Vietnam era veteran's status, disabled veteran condition, physical or mental handicap, or national origin. 11. Entire Contract. The parties agree that this contract is the complete expression ofthe terms hereto and any oral representation or understanding not incorporated herein is excluded. Further, any modification of this contract shall be in writing and signed by both parties. IN WITNESS WHEREOF, the parties hereto caused this contract to be executed the day and year first hereinabove written. CITY OF PORT ANGELES BY~~ -:IVGyor CLALLAM COUNTY HISTORICAL SOCIETY By ~lt...::D~L.; President ATTEST: (jZ qqr;1 Secretary 141- ~(<LJ 6e~a '~~A Becky J. U , rk " .:: . ....'::1.' ... Frank Ducceschi 531 E. Ahlvers Road, Port Angeles, W A 98362 U.S.A. Phone and Fax: 360-457-0502 x E-mail: d4two@olympus.net , , , ' G \Legal_BackupIAGREEMENTS&CONTRACTS\CICoHIS con wpd AUl'JSt I R, 2003 - 4- . . I The Clallam County Historical Society Attachment A ~ Contract Development Days to Complete: 119 Start Date: Mon 619/03 Description: Schedule Development Task Produce Gantt chart 5d Mon 6/9103 Hours 4 Finish Date: Mon 7/21/03 Fn 6/13/03 Cost $0 ThiS Gantt chart will gUide us through the process of producmg the exhlbtts Adhering to thiS schedule Will be the responsibility of everyone working on the project and maintained by the Project Manager Dellverables Development Task Create list of dellverables 5d Mon 6/16/03 Hours 8 Fn 6/20103 Cost $0 ThiS task creates the documents below We Will use thiS document to maintain our fee structure and keep the project on task. Contract Agreement Task Agree on the contract and dellverables 5d Mon 6/23/03 Hours 4 Mon 7/21/03 Cost $0 Dunng thiS task we will give you a copy of our standard contract for a deSign build contract and thiS list of dellverables. You Will be required to review and ask any questions subject on the terms and conditions and ask any questions about the dehverables required to complete the contract PHASE 1: Days to Complete: i1!l Start Date: Tue 7122103 Content and Concept Deslon ~ Tue 7/22103 Description: Review of Existing Content Development Task Designers, PM 5d Tue 7/22103 Hours. 40 Finish Date: Fri 11/25103 Thu 9/26103 Mon7/28103 Cost $2600 During thiS Imtial step PaCIfic StudiO Will review the books on the history of the regon provided by CHS. Meeting to Evaluate Exhibit Goals 1d Task Meeting With CHS Board, Designers and PM Tue 7129/03 Hours 24 Tue 7129/03 Cost $1560 Based on an initial review of history books and eXisting documentation provided by CHS, PaCific Studio will present Ideas and questions for diSCUSSion CHS Will communicate any prevIous Ideas conSIdered as possible exhlbtt styles Meetmg Will include an Inrtlal site survey and tour of the artifact storage Goal: PaCific StudiO and CHS will have a clear understanding of the miSSion and goals The goals Identified during thiS initial meeting Will be used to initiate themes and orgamzatlon for the overall exhibit Written Review of Goals by PS Task' Produced by PM and DeSigners 5d Wed 7/30/03 Hours. 12 Tue 8/05/03 Cost. $780 The Designers and PM Will organize and submit a wntten document outlining the direction of the overall exhibit Induded In thiS document Will be a list of next steps (I e additional information or phone conferences) needed to assist us In getting up to speed with CHS. Approval of Goals by CHS Task CHS Board 5d Wed 8/06/03 Tue 8/12103 CHS will be responsible for revieWing and approving the documents in order to proceed into theme structure and content layout Create Bubble Diagram & Theme Structure Task' DeSigners and PM 10d Wed 8/13/03 Hours 20 Tue 8126/03 Cost. $1300 ThiS task Will consist of two 2-hour meetings to examine and conceptually orgamze the space Based on the review above we Will identify themes that hold the exhibit together, develop bullet pOints that highlight Important stones and develop an overall exhlbtt outline to work from In addition, thiS outline Will suggest types of exhibits required for each area Task DeSigners Hours. 12 Cost $780 Based on the approved review we Will produce an Imtlal ground plan Identifying bubbles of content. ThiS Will serve as documentation of the flow of the exhlbtt and provide further gUidance for theme development 1 The Clallam County Historical Society Attachment A Create list of Ideas Per Area Task Designers 10d Wed 8/13/03 Hours' 12 Tue 8/26/03 Cost. $780 To blend With the bubble diagram and themes a list of Ideas for interactlves, and "how to" Ideas for the exhibits will be generated. The purpose of these Ideas IS to create more visual direction to the exhibit The document will be a word document Task. PM Hours 8 Cost. $520 Orgamze paperwork. WIth spreadsheet of exhibit directions and create document to be delivered to the team Meeting to Evaluate Direction and Approval 2d Task Meetmg With CHS Board, DeSigners and PM Wed 8/27/03 Hours. 18 Thu 8/28/03 Cost. $1170. In thiS meetmg the designers Will layout the work they have done to date and diSCUSS the direction 10 which they are proceedmg FollOWing a presentabon of the bubble diagram and a review of the themes and Ideas for exhibits, a Q and A session Will follow This meebng will be held at Pacific StudiO ~ The goal to be achieved by thiS pomt of the process IS clear direction to start deslgmng exhibits, Includmg the ability to start selecbng artifacts and homng m on the exhibit deSign. From thiS pomt on changes In direction relative to themes would be conSidered a change order Organization of Artifacts by CHS Task CHS 10d Fn 8/29/03 Thu 9/11/03 At thiS pomt the mltlal ground plan and exhibit outline will allow us to consider which artifacts would be appropnate to support the themes and stones bemg developed for the exhibit The PM Will commumcate the cnbcal steps 10 thiS phase and organlze an arbfact vlewmg for the team It Will be the responsibility of CHS to prepare the arbfacts to be reviewed In the artifact evaluabon meeting Meeting to Evaluate Artifacts Task. DeSigner and PM 1d F n 9/12/03 Hours 30 Fn 9/12103 Cost $1950 Our deSigners and PM will viSIt the site to photograph and document all arbfacts they thmk best represent the core themes of the exhibit ThiS session would include debate With appropnate representatives of CHS. Selection of Preliminary Artifacts Task' DeSign and PM 5d Mon 9/15/03 Hours 48 Fn 9/19/03 Cost' $ 3120 PS Will put together a list of arbfacts Identified as representative of the core themes of the exhibit ThiS combmed With any refinements related to themes, stories and exhibit types would be Incorporated into final documents for review and approval. Concept Evaluation with Artifacts Task. CHS 5d Mon 9/22/03 Fn 9/26/03 CHS Will review documents and comment In order for PS to proceed mto DeSign Development ~ The goal for the end of this stage IS for PS and CHS to have clear direction to proceed Into research for text writing, developing phYSical structures of the exhibit, defining graphiC plans standards and interactive outlines Content & ConceDt Destan Deliverables: Pacific Studio . Documents, Dlrecbon of Exhibit and Next Steps, Exhibit Outline, Interactive & "How To" Ideas, and Artifact List . Bubble Diagram In Ground Plan Content and ConceDt Desian - Total Costs: Labor Material Expenses (supplies, transportation, submittals) Hours: Costs: $14.560 Costs: $710. 2 The Clallam County Historical Society Attachment A Days to Complete: Design Development. Phase 1 ~ Start Date: Mon 9129103 Description: Initial Text Writing by CHS Task CHS, PS-PM 15d Mon 9/29/03 Hours 24 Finish Date: Mon 11103103 Fn 10/17103 Cost $1560. CHS will be responsible for text wrltmg During thIS three- week penod mitlal direction Will be prOVided to text writers, including conversations With PaCific StudiO's PM to ensure that all contributors Will have the information reqUIred to begin formulating text PS to provide approximate recommended word counts for pnmary and secondary text panels Initial Image Identification by CHS Task: CHS, PS-PM 15d Mon 9/29/03 Hours 24 Fn 10117103 Cost' $1560 It IS assumed that the bulk of Images reqUIred for the exhibit are owned, together With owmng the rights to reproduce the images, by CHS Dunng thiS Imtlal phase we would like key members of CHS to Identify poSSible Images to be used in the exhibit PS's PM Will be responsible for coordmatmg WIth CHS to confirm location and acceSSibility of the Images. Final confirmation of usage nghts will occur at a later date. Rough Floor Plan and Structure Planning Task DeSign 15d Mon 9/29/03 Hours 80 Fn 10117103 Cost $ 5200 Our design department Will focus on creating the physical structures reqUIred to carry the exhibit Ideas, themes, and artifacts identified above These Will be preliminary design draWings clear enough for approval but not final deSign draWIngs Some level of detail Will be prOVided for the overall system of construction Task. PM, PC Hours: 24 Cost. $ 1560 The PM with some assistance from the PC Will do a cost assessment based on the deSign information to date ThiS information Will hold us to the Imtial budget range. ThiS Will be done In the last week in a penod of three weeks Initial Rough Graphic Typlcals Task DeSign 15d Mon9/29103 Hours 24 Fn 10/17103 Cost $1560 The graphiC typicals for the project will be used as a baSIS for all graphiC panels It will give layout reqUIrements, text fonts and sizes and materials to be used Estimated Costs Will be provided and are included In the task above Preliminary Design Review Meeting Task. CHS, Designer, PM 1d Mon 10/20/03 Hours 20 Mon 10/20/03 Cost $1300 For thiS meeting PS will present progress to date on the four steps above. Time Will be gIVen for question and comments. PaCIfic StudiO Will use thiS Informatton to create the recommendations to move forward Meeting to be held at Pacific StudiO. ~ The exhibit IS understandable from a structural and informational standpoint and we can beQln to refine the details of the exhibit. Changes related to exhibit Ideas and themes would be conSidered a change order Written Review with Recommendations Task DeSign, PM 5d Tue 10121/03 Hours. 18 Work created and reviewed In the meeting Will be documented for approval to proceed Approval of Direction on Recommendations 5d Task CHS Tue 10/28/03 Mon 10/27/03 Cost $1170 Mon 11/03/03 CHS Will review and comment on documentation With approval and direction to proceed With DeSign Development Deliverables for Deslan DeveloDment Phase 1: Pacific Studio: . Preliminary DeSign DraWings . Updated Cost Assessment . Initial Graphic TYPlcals The Clallam County Historical Society: . Initial Text (Word Document) . Imtlallmage List (Excel Spreadsheet) 3 The Clallam County Historical Society Attachment A Desion Development. Phase 1 - Total Costs: Labor Materials expenses (supplies, transportation, submittals) Hours: Costs: $13,910 Costs: $ 355. Days to Complete: DesiGn Development. Phase 2 1Qsl Start Date: Tue 11/04103 Finish Date: Tue 11/25/03 Description: Continued Development of All Disciplines Task CHS 10d Tue 11/04103 Mon 11117103 CHS Will continue to develop and refine text writing, and Identify and locate required Images that have been noted in review Task CHS, PM, Design Hours 40 Cost $2600. Pacific Studio's PM Will work With CHS to confirm and document approval of nghts for images and other content that may be on loan. Task: DeSign Hours 80 Cost $5200. DesIgn modifications based on review Will be Implemented Task: PM Hours' 20 Cost' $ 1300 Final review of costs to confirm the budget IS on track to proceed With completion of DO, and organization of DeSign Development submittal Submittal of Secondary Design Dev Docs Task CHS, Designer, PM 1d Tue 11/18103 Hours 20 Tue 11/18/03 Cost$1300 Meeting to review exhibit design. Meeting Will take place in Port Angeles Approval to Proceed to Final Design Task CHS 5d Wed 11/19103 T ue 11/25/03 CHS Will review documents and make comments to proceed Into Final Detail DeSign Pacific StudiO Will report on the status of text wntlng and Image identification and acqUISItion ~ The exhibits are deSigned, the text is wntten, and artifacts graphICS and images are defined and organized The next step is about detailing the structures, creating samples, prototyplng, and creating construction documentation Deliverables for Desion Development. Phase 2: Pacific Studio: . Secondary Design DraWings The Clallam County Historical Society: . Provide reqUired documentation for artifacts, Images and other content (In-house or on loan) Desion Development. Phase 2 - Total Costs: Labor Materials expenses (supplies, transportation, submittals) Hours: Costs: $10,400 Costs: $ 355. Total Cost for Phase One Total Materials Expenses Cost: $38,870 Cost: $1,420 4 The Clallam County Historical Society Attachment A PHASE 2: Final Detail Deslon Days to Complete: .m!l ~ Start Date: Fri 11126/03 Wed 11126/03 Description: Text Writing by CHS 15d Wed 11/26/03 Task CHS All final revIsions (copy editing and layout) to exhibit text take place In Final Detail Design CHS and PaCific StudiO reviewed alllmtlal text for final comment and recommendations Image Identification by CHS 15d Wed 11/26/03 Task CHS, PM Hours 24 Finish Date: Mon 6/07/04 Fri 1/30104 Tue 12/16/03 In Design Development review Tue 12/16/03 Costs $1560 All final revisions to Image Identification and acquisition take place In Final Detail Design. PS's PM will work with CHS to assure accurate documentation eXIsts regarding the final Images Floor Plans and Elevations Task DeSign, Detailer 20d Wed 11/26/03 Hours 80 Hours 80 Tue 12/23/03 Cost $5200 Cost $5200 FollOWing the recommendations of CHS our deSign team Will make final reVISions to the plans and create the detail drawings for all areas These draWings Will Include shop draWings for fabncatlon Graphic Layouts Task. DeSign, PM 30d Wed 11/26/03 Hours 204 Tue 1/06/04 Cost $13,240 Based on the approved typlcals and image acquIsItion we Will proceed With graphic layouts The layouts Will be produced In Photoshop and Illustrator and Yo" scale (readable) color proofs Will be produced Graphics Will be reviewed for approval of layout, content, and Images. With the hOliday season we have allowed extra time for this step Create Design Documentation Task PM Wed 12/17103 Hours 48 20d Tue 1/06/04 Costs $3120 The PM Will do a reVised budget based on deSign work to date to assure we are meeting our goalS With the holiday season we have allowed extra time for thiS step. Submittal of Final Detail Design Documents 2d Task: Administrative Wed 1/07/04 The deSign documents will be sent by UPS ground to CHS Approval to Proceed with Fabrication Task CHS 16d Fn 1/09/04 CHS Will have three weeks to review and approve the documentation for production Final Detail Deslan Dellverables: Pacific Studio: . Final Graphics . Final Detail Design DraWings (Floor plan, Elevations, & Construction DraWings) The Clallam County Historical Society: . Final Text . Fmallmage Ust Total Costs for Final Detail Deslan: Labor Materials expenses (supplies, transportation, submittals) Hours: 5 Thu 1/08/04 Thu 1/30/04 Costs: $28,320 Costs: $ 710. The CIa/lam County Historical Society Attachment A *THIS IS AN ESnMA TE. Details relatina to all tasks below will be uodated durina the Final Desian review orocess to assure accuracy for the oroiect. Days to Complete: Start Date: Finish Date: Graphic Production ~ Frl1/30/04 Fri 4/02/04 Description: Prep Graphics for Output 10d Mon 2/02104 Fn 2113104 Task' GraphIC layout, PM Hours 60 Costs: $3600 Task: Illustrator Hours 20 Costs $1200 Graphic Output 30d Mon 2116/04 Fn 3/26/04 Task: PM Hours 16 Cost $960 GraphIc Matenals 500 square 11 Cost' $11,000 Mount to Structures 5d Mon 3/29/04 Fn 4/02104 Task Carpenter Hours. 40 Cost $2400. Total Costs for Graphic Production: Cost: $19,160 Fabrication !l25l Mon 2/02//04 Fri 4/23/04 Build Cabinetry 40d Mon 2/02104 Fn 3/26/04 Task' carpentry Hours 500 Costs 30,000 Matenals Costs 15,000 Build Dioramas 40d Mon 2102/04 Fn3/26104 Task: Carpentry Hours. 200 Costs. 12,000 Matenals Costs: 8,000 Build Interactives 40d Mon 2102104 Fri 3/26/04 Task Carpentry Hours' 360 Costs. $21,600 Matenals Costs $15,000 Finishes 15d Mon 3/29/04 Fn 4/16/04 Task ArtJsts Hours 100 Costs. $6,000 Matenals Costs. $1000 Final Preparations 5d Mon 4/19/04 Fn 4/23104 Task: Labor Hours 1200 Costs $6,000 Matenal Costs. $2,000. Total Costs for Fabrication: Cost: $116,600. Installation ~ Mon 4/26/04 Mon 6107/04 Installation Expenses 31d Mon4/26104 Men 6/07104 Shipping Expenses Costs $1,000. Installation Expenses Costs $6,000 Install Structures 10d Mon4/26104 FrI5/07/04 Task installation Hours. 200 Costs $12,000 Install ArtIfacts 5d Mon 5/10/04 Fn 5/14104 Task' Installation Hours 40 Costs. $2400 Detail Exhibit 5d Mon 5/17/04 Fn 5/21/04 Task. Installation Hours 40 Costs. $2400 Create Punch List 1d Mon 5/24/04 Mon 5/24/04 Complete Punch list 10d Tue 5/25/04 Mon6107104 Task PM, Carpentry Hours 80 Costs $4800 Client Training 2d Tue 5/25/04 Wed 5/26/04 Task. PM Hours' 20 Costs: $1,200 6 . . The Clallam County Historical Society Attachment A Total Cost for Installation: Costs: $29,800. Total Cost for Phase Two Total Materials Expenses Cost: $193,880 Cost: $710 Grand Total Cost: $234,880 7 5005 CITY COUNCIL MEETING August 19, 2003 PUBLIC HEARINGS - OTHER: (Conrd) Proposed Electric Rate Adjustment (Cont'd) FINANCE: CSO Flow Momtormg Upgrades A ward Contract Electrical Underground RebuIld, Elwha Lme Stage 1 Property Lease and ProfessIOnal Services Contract - Hlstoncal Society </. </<I~ tImes. Director Zlomkowslo cautioned agamst the use of too much of the reserves m lIght of the debt ratio requirement. Mr. Lamoureux mdicated that, If this were the. only Issue being faced in the first six months of the year, then he could support Option I. However, he urged restraint in adopting the rate increase. Mayor Wiggins closed the public hearing at 7:42 p.m. Councilmember Erickson mformed the Council that the UtIlity Advisory COmmIttee endorsed OptIon I, as It supports a lower increase to the customer and also mamtams an appropriate level of reserves. Councilmember Erickson moved to direct staff to bring a new rate ordinance reflecting Option I to a future City Council meeting for action. The motion was seconded by Councilman Campbell, who noted that Option I still leaves the City rates at $5 - $10 below what neighboring cities and utilities are paymg for energy. Brief diSCUSSion was held on stepped rates, peak usage, and the east coast blackout. A vote was taken on the motion, which carried unanimously. 1 CSO Flow MOnltormg Upgrades Public Works & UtilitIes Director Cutler explamed the need for the CSO Flow Monitoring upgrades, providing the City With real tIme data when there is a CSO event in keeping with new reqUIrements associated With the NPDES permit He noted the payback period for the new equipment would be two and one-half years; funds are bemg moved wlthm the budget to accommodate the purchase. Followmg bnef discussion, Councilmember Erickson moved to authorize the Mayor to sign a purchase order with Geotivity, Inc., for the RMI HOO flow recorders in an amount not to exceed $34,500. Councilman Braun seconded the motion, which carried unanimously. 2. Award Contract - Electrical Underground Rebuild, Elwha Line Stage J Director Cutler reviewed the request for funding to commence Phase I of the Elwha Underground Rebuild, which IS necessitated by an agmg underground electric line that has failed once or twice per year over the last few years. To locate the problem and conduct repairs can take several days, and the number offailures is expected to mcrease quickly if the cables are not replaced. DIrector Cutler discussed the relocation of the trench in the Milwaukee Avenue nght-of-way m detail, and Councilmember Rogers indicated there had been a thorough diSCUSSIOn at the UtilIty AdVISOry Comrmttee meeting, especially regardmg utilIties m a standard nght-of-way location. Discussion followed concerning the City's program for condUIt replacement, after which Councilman Braun moved to approve the allocation of additional funds from the Light Fund reserves in the amount of $70,000 and award and authorize the Mayor to sign the contract with Superior Electric Northwest, Inc., of Bothell, Washington, in the amount of $206,689.05, including sales tax. The motion was seconded by Councilmember Erickson, which carried unanimously. 3. Property Lease and Professional Services Contract - Historical Society Manager Quinn bnefly reviewed the $1.7 millIon restoration of the Carnegie Library building for the operation of a unique museum that would contam educational and technical components. Manager Quinn reviewed the salient points of the proposed lease and professional services contract, to include a 20- year term With renewal options establIshed at multiple IO-year renewal terms. The rent is set for $1 per month due to the public benefit of the museum. Utilities are to be pald m full by the Historical SOCiety, the Histoncal Society will be responsible for janitorial maintenance, and the City will be responsible for structural mamtenance. Manager Quinn reviewed a clause m the lease for purposes of dispute resolution, and he summarized the vanous measurements by which the qualIty of the museum can be detenruned. He then reViewed the contract for Museum Development Services, mclusive of a subcontract between the Histoncal Society and PaCIfic StudIO, noting that State and Federal fundmg - 4 - CITY COUNCIL MEETING August 19, 2003 5006 Property Lease and ProfessiOnal Services Contract - Historical Society (Cont'd) had been obtained, a portion of which is dewcated to help cover internal improvements to the museum. Manager Quinn reviewed Phase I, Planning, and Phase II, Construction, and mdicated it is hoped the museum wIll be open the summer of 2004. He concluded by advlSlng the Council that the Hlstoncal SOCIety has revIewed and endorsed the contract. Mayor Wiggins departed the CounCil Chambers, so Deputy Mayor Campbellmvited Frank Ducceschi to proVide comments. Frank DucceschI, 531 E. Ahlvers, PreSident of the Clallam County Historical Society, adVIsed the CouncIl that the Society has been working with the City on this project for the past couple of years They have been attemptmg to do their part by obtaining grant funds to offset some of the costs. He offered to answer any questions the CouncIl mayhave. At this time, Mayor Wiggins returned to the Council Chambers. Manager Quinn indIcated that one of the concerns related to thIs project is the mvestment of City funds mto the renovation ofthe buIlding and the associated question of how to maintain the museum and assure it WIll operate mto the future. He was pleased to report that Clallam County has authorized an mitlal grant for the operatIon of the facility; it is hoped this type of support will continue mto the future. Manager Quinn also expressed the hope that the gift shop WIll generate additional revenues. DISCUSSion followed, and Councilman Headnck mquired as to whether there Will be an admission fee. Mr. Ducceschi responded that, lllltIally, an admission fee will not be charged, although it may be given future consideration. He was of the opmion that It is important to build an audIence. He noted that the County has set aside $30,000 for the faCIlity, and Councilman Headrick CIted personal VlSltS to other museums where an admission fee was charged and conSIdered to be well worth the expenence CouncIlman Williams asked to venfy the $1.2 rmlhon mvested m the facility from the General Fund, and Councilmember Rogers indicated that was the figure discussed in Fmance CommIttee. Councilman WIlliams expressed concern that, after such an extensive City Investment, there will only be a return of$12 per year, plus the CIty IS responsIble for cutting the grass. He mquired as to whether the underground would receive the same type of consideration when that matter receives future review. Manager QuInn indicated the City's abIlity to move forward on thIS project was based on CFP funding over the past two years, a comrmtment made by the Council in order to proceed. Fundmg for other projects of thIS nature would be subject to CounCil approval. Councilrnember Rogers, as a member of the FInance Comrmttee, stated her support for the Carnegie project; however, she expressed similar concern With the amount of money spent from the General Fund. She felt that due diligence must assure that the faCIlIty draws tourism so the Hlstoncal Society can mamtaInlts funding; the Carnegie building IS an asset bemg given back to the entire communIty, not Just Port Angeles. It is another example of a faCIlity, located III Port Angeles, from which the entrre County benefits. COunCilman Campbell referenced a breakdown of the project's fundmg sources, to mclude $112,000 from the Washmgton State Heritage Grant, $298,000 from the Federal Save Amenca's Treasures Grant, and $50,000 from the Walkhng Trust. The Save Amencas Treasures Grant was secured through the assistance of the Histoncal SOCIety, plus CouncIlman Campbell noted the transfer of $400,000 from the North OlympIC Library System as part of the bond for the library. Councilman Braun felt, as a member of the Historical Society, that thiS is a pOSItive step for the community and for the Historical Society. He urged the Council to support passage of the proposed lease and operations agreement. Further discussion ensued, and Councilman WIlliams noted he was not opposed to the Carnegie proJect, but In voting to support, he asked for a future quid pro quo as relates to support for the underground tours. CounCIlman Headrick referenced past discussions where it had been suggested that volunteers be sought to assist With the care of City parks m that the - 5 - ~ 5007 CITY COUNCIL MEETING August 19, 2003 Property Lease and Professional ServIces Contract - HistorIcal Society (Cont'd) Accept Federal Government Grant for Carnegie LIbrary Parks Department IS understaffed and overworked. To that end, he inqUIred as to whether the HistOrIcal Society would be WIllmg to accept responsibilIty for the lawn and outside shrubs. Mr. Ducceschi indicated they Will need between 60 and 80 volunteers Just to operate the museum, but he offered to discuss the suggestIOn with the SOCIety's Board of Directors. Councilman Braun, offerIng further support, mdicated his willmgness to assist with yard mamtenance if need be, and CouncIlmember Rogers reminded everyone that it IS the General Fund budget that supports projects such as thIS. Accordingly, Councilman Headrick moved to approve the contract as presented with the Clallam County Historical Society, provided it be amended to the extent that the Historical Society would be responsible for the outdoor lawn and garden maintenance. The motion was seconded by Councilman Braun. DIscussion ensued WIth conSIderation being given to those portIons of the contract that would require amended language based on the pending motion. Manager Qumn advised the Councll that the landscaping would be faIrly modest. Councilmember Erickson advocated that the Council proceed with the contract as written and address the care of the landscaping at a later date. She felt that professlOnals must be used to mairItairI the exterior In order to assure a profeSSIonal appearance at all times Mr Ducceschi indicated the HIstoncal Society would like to spend Its tIme and energy making the museum as successful as possible, but he indIcated a willingness to further discuss this with the Board and the CIty. Counctlmembers Rogers and Headnck felt It would be a small concession. Attorney Knutson directed the CounCIl's attentIOn to a mmor change in the language of the contract regarding ownership of the exhibits In that If the HIstorical SOCIety were to cease operations in the City, then the exhIbIts would become the property of the City. Councilman Campbell expressed concern with the way the issue of landscape maintenance has been handled at the last minute; he felt it to be unfair to the Historical Society and preferred that the issue be resolved outside the contract. Councilmember Erickson called for the question, and Councilman Williams subsequently moved to table the matter. Because the question had been called, a vote was taken on the motion, with Councilmembers Williams, Rogers, and Headrick voting in support of the motion, and Mayor Wiggins and Councilmembers Braun, Erickson, and Campbell voting in opposition. The motion, therefore, failed. Councilmember Erickson moved to adopt the contract as presently written. The motion was seconded by Councilman Braun and carried by a majority vote, with Councilmembers Rogers, Williams, and Headrick voting in opposition. 4. Accept Federal Government Grantfor Carnegie Library DIrector Cutler reVIewed the Federal Save AmerIca's Treasures Grant, a grant that was secured by the Clallam County Historical Society to aId in funding the CarnegIe restoration project. Director Cutler referenced a handout he had just dIstrIbuted, havmg to do with two conditions that are party to acceptance of the grant. One condItion stipulated that any press releases about the project must acknowledge the grant assistance provided by the National Park ServIce, and the other condition specified that HPF grantees must agree to assume, after completion of the project, the total cost of continued maintenance, repair, and admimstration of the grant-assIsted property in a manner satisfactory to the Secretary of the Interior. DIrector Cutler did not feel the condItions were a major issue, and Manager Quinn clarified that the building must be preserved with the historical look for 50 years. DIscussion followed concernmg the possibility of the facility being listed on the National Registry of Historical Places. Although DIrector Cutler felt it would not be lIkely that It would be listed, an application will be submitted nevertheless. . After further brief discussion, Councilman Campbell moved to accept the Federal Save America's Treasures Grant in the amount of $298,000 and authorize tbe Public - 6- 5005 4 CITY COUNCIL MEETING August 19, 2003 PUBLIC HEARINGS - OTHER: (Conrd) Proposed Electnc Rate Adjustment (Conrd) FINANCE: CSO Flow Monitonng Upgrades A ward Contract Electrical Underground RebUlld, E1wha Line Stage 1 Property Lease and ProfessiOnal Services Contract - Hlstoncal Society </. </</g tunes. Director Ziomkowski cautioned against the use of too much of the reserves In lIght of the debt ratio requirement. Mr. Lamoureux mdicated that, if this were the. only issue being faced in the frrst six months of the year, then he could support OptIOn I However, he urged restraint in adopting the rate increase. Mayor Wiggins closed the public hearing at 7:42 p.m. Councilmember Erickson informed the Council that the Utihty Advisory COmmIttee endorsed Opnon I, as It supports a lower increase to the customer and also maintains an appropriate level of reserves. Councilmember Erickson moved to direct staff to bring a new rate ordinance reRecting Option I to a future City Council meeting for action. The motion was seconded by Councilman Campbell, who noted that Option I still leaves the City rates at $5 - $10 below what neighboring Cities and utilities are paymg for energy. Brief discussion was held on stepped rates, peak usage, and the east coast blackout. A vote was taken on the motion, which carried unanimously. 1. CSO Flow MOnltormg Upgrades Public Works & UtilitIes Director Cutler explained the need for the CSO Flow Monitoring upgrades, providing the City with real tune data when there is a CSO event m keeping with new requirements associated With the NPDES permit. He noted the payback period for the new equipment would be two and one-half years; funds are being moved within the budget to accommodate the purchase. Following brief discussion, Councilmember Erickson moved to authorize the Mayor to sign a purchase order with Geotivity, Inc., for the RMI 1100 Row recorders in an amount not to exceed $34,500. Councilman Braun seconded the motion, which carried unanimously. 2. Award Contract - Electrlcal Underground Rebuild, Elwha Line Stage 1 Director Cutler reViewed the request for funding to commence Phase I of the Elwha Underground Rebuild, which is necessitated by an agmg underground electriC lme that has failed once or twice per year over the last few years. To locate the problem and conduct repairs can take several days, and the number offallures is expected to increase quickly if the cables are not replaced. DlIector Cutler discussed the relocation of the trench in the Milwaukee Avenue right-of-way 10 detail, and Councilmember Rogers mdicated there had been a thorough discussion at the UtilIty AdVISOry COmmIttee meeting, espeCially regarding utihties in a standard right-of-way locatIOn. DISCUSSIOn followed concerning the City's program for condUit replacement, after which Councilman Braun moved to approve the allocation of additional funds from the Light Fund reserves in the amount of $70,000 and award and authorize the Mayor to sign the contract with Superior Electric Northwest, Inc., of Bothell, Washington, in the amount of $206,689.05, including sales tax. The motion was seconded by Councilmember Erickson, which carried unanimously. 3. Property Lease and Professional Services Contract - Historical Soczety Manager Quinn briefly reviewed the $1.7 million restoration of the Carnegie Library building for the operation of a unique museum that would contam educational and technical components. Manager Qu10n reViewed the salient points of the proposed lease and professional services contract, to include a 20- year term With renewal opnons establIshed at mulnple 1 O-year renewal terms. The rent is set for $1 per month due to the public benefit of the museum UtIlities are to be paid m full by the Hlstoncal SOCiety, the Historical Society will be responsible for janitonal maintenance, and the City will be responsible for structural mamtenance. Manager Qumn reViewed a clause in the lease for purposes of dispute resolution, and he summanzed the vanous measurements by which the quality of the museum can be deterrnmed He then reViewed the contract for Museum Development Services, inclusive of a subcontract between the Historical Society and Pacific StudiO, noting that State and Federal fund10g - 4- A CITY COUNCIL MEETING August 19, 2003 5006 Property Lease and ProfessiOnal ServIces Contract - Histoncal SOCIety (Cont'd) had been obtained, a portion of which is dedicated to help cover internal improvements to the museum. Manager Qumn revIewed Phase I, Planmng, and Phase II, ConstructIon, and indicated it is hoped the museum will be open the summer of 2004. He concluded by advising the CounCIl that the HIstorIcal SOCIety has revIewed and endorsed the contract. Mayor Wiggins departed the CounCIl Chambers, so Deputy Mayor Campbell mVlted Frank Ducceschi to provide comments. Frank DucceschI, 531 E. Ahlvers, PreSIdent of the Clallam County Historical SocIety, advised the Councll that the SOCIety has been working with the City on this project for the past couple of years They have been attempting to do their part by obtaining grant funds to offset some of the costs. He offered to answer any questions the Council mayhave. At this time, Mayor Wiggins returned to the Council Chambers. Manager Quinn indIcated that one of the concerns related to thIs project IS the investment of City funds mto the renovation ofthe bull ding and the associated questIon of how to maintain the museum and assure it will operate into the future. He was pleased to report that Clallam County has authorized an mitIal grant for the operatIon of the facility; it is hoped this type of support will continue mto the future Manager Quinn also expressed the hope that the gift shop WIll generate addItional revenues. DIScussion followed, and CouncIlman Headnck mquired as to whether there WIll be an admIssion fee. Mr. Ducceschi responded that, imtIally, an admission fee WIll not be charged, although It may be given future conSIderatIOn. He was of the opmiOn that It is important to build an audience. He noted that the County has set aSIde $30,000 for the facIlity, and CouncIlman HeadrIck CIted personal VISItS to other museums where an admiSSIon fee was charged and conSIdered to be well worth the expenence. Councilman Wilhams asked to venfy the $1.2 milhon mvested m the facihty from the General Fund, and Councilmember Rogers indicated that was the figure discussed In Finance Comrmttee. Councilman WIlliams expressed concern that, after such an extensive City mvestment, there will only be a return of $12 per year, plus the City is responsible for cutting the grass. He mquired as to whether the underground would receive the same type of consideration when that matter receives future review Manager Quinn mdlcated the City's abIlity to move forward on thIS prOject was based on CFP funding over the past two years, a commItment made by the Councll m order to proceed. Funding for other projects of thIS namre would be subject to CouncIl approval. Councllmember Rogers, as a member of the Frnance COmmlttee, stated her support for the CarnegIe project; however, she expressed sIl11llar concern with the amount of money spent from the General Fund. She felt that due dIligence must assure that the facihty draws tOUrIsm so the HIstoncal SOCIety can mamtain its funding; the CarnegIe building IS an asset being gIVen back to the entire communIty, not just Port Angeles. It is another example of a facility, located in Port Angeles, from which the entrre County benefits. Councilman Campbell referenced a breakdown of the project's fundIng sources, to Include $112,000 from the WashIngton State Heritage Grant, $298,000 from the Federal Save Amenca's Treasures Grant, and $50,000 from the Walkling Trust. The Save Americas Treasures Grant was secured through the assistance of the Historical SOCIety, plus Councilman Campbell noted the transfer of $400,000 from the North Olympic Library System as part of the bond for the library Councilman Braun felt, as a member of the Historical Society, that this is a POSItIve step for the community and for the Historical Society He urged the Council to support passage of the proposed lease and operatIons agreement. Further discussion ensued, and Councilman WIlliams noted he was not opposed to the Carnegie project, but m voting to support, he asked for a future quid pro quo as relates to support for the underground tours. CounCIlman Headrick referenced past discussions where it had been suggested that volunteers be sought to aSSIst WIth the care of City parks m that the - 5 - , 5007 .. CITY COUNCIL MEETING August 19, 2003 Property Lease and Professional Services Contract - Histoncal Society (Cont'd) Accept Federal Government Grant for Carnegie Library Parks Department is understaffed and overworked. To that end, he inquired as to whether the Histoncal Society would be willmg to accept responslbihty for the lawn and outside shrubs. Mr. Ducceschi indicated they Will need between 60 and 80 volunteers just to operate the museum, but he offered to discuss the suggestIon With the Society's Board of Directors. Councilman Braun, offenng further support, indicated his willingness to assist with yard mamtenance If need be, and Councllmember Rogers reminded everyone that it IS the General Fund budget that supports projects such as thIS. Accordingly, Councilman Headrick moved to approve the contract as presented with the Clallam County Historical Society, provided it be amended to the extent that the Historical Society would be responsible for the outdoor lawn and garden maintenance. The motion was seconded by Councilman Braun. DIscussion ensued with conSIderatIon bemg given to those portiOns of the contract that would require amended language based on the pending motion. Manager Qumn advised the Councll that the landscapmg would be farrly modest. Councllmember Erickson advocated that the Council proceed with the contract as written and address the care of the landscaping at a later date. She felt that profeSSiOnals must be used to maintain the exterior in order to assure a professional appearance at all times. Mr. Ducceschi indicated the Historical Society would like to spend its tIme and energy making the museum as successful as possible, but he indicated a willingness to further diSCUSS this With the Board and the City. Councilmembers Rogers and Headrick felt It would be a small concession. Attorney Knutson directed the Council's attention to a minor change m the language of the contract regarding ownership of the exhibits m that If the Historical Society were to cease operations in the City, then the exhibits would become the property of the City. Councilman Campbell expressed concern with the way the issue of landscape maintenance has been handled at the last minute; he felt it to be unfair to the Hlstoncal Society and preferred that the Issue be resolved outside the contract. Councilmember Erickson called for the question, and Councilman Williams subsequently moved to table the matter. Because the question had been called, a vote was taken on the motion, with Councilmembers Williams, Rogers, and Headrick voting in support of the motion, and Mayor Wiggins and Councilmembers Braun, Erickson, and Campbell voting in opposition. The motion, therefore, failed. Councilmember Erickson moved to adopt the contract as presently written. The motion was seconded by Councilman Braun and carried by a majority vote, with Councilmembers Rogers, Williams, and Headrick voting in opposition. 4. Accept Federal Government Grantfor Carnegie Library. Duector Cutler reVIewed the Federal Save Amenca' s Treasures Grant, a grant that was secured by the Clallam County Historical Society to aId in funding the Carnegie restoration project. Director Cutlerreferenced a handout he had just distributed, havmg to do with two conditions that are party to acceptance of the grant. One condition stipulated that any press releases about the project must acknowledge the grant assistance provided by the National Park Service, and the other condition specified that HPF grantees must agree to assume, after complenon of the project, the total cost of continued maintenance, repair, and admimstration of the grant-assisted property in a manner satisfactory to the Secretary of the Intenor. Director Cutler did not feel the conditions were a major issue, and Manager Qultm clanfied that the building must be preserved with the historical look for 50 years Discussion followed concemmg the possibility of the facllity bemg listed on the National RegiStry of Historical Places. Although Director Cutler felt it would not be likely that It would be listed, an application will be submitted nevertheless. . After further brief discussion, Councilman Campbell moved to accept the Federal Save America's Treasures Grant in the amount of $298,000 and authorize the Public - 6- <I. <1<1<6 ~ORTANGELES WAS H I N G TON, U. S. A. CITY MANAGER'S OFFICE October 13,2003 Frank Ducceschi, President Clallam County Historical Society 926 W. 8th Street Port Angeles, W A 98363 Re: Commercial Premises Lease Agreement and Contract for Museum Development Services Dear Frank, As you know, at its meeting of August 19,2003, the City Council approved the above referenced agreements in conjunction with the CarnegIe Library. Enclosed are two copies each of the above agreements. It is myunderstanding that you will provide the document that constitutes Exhibit A, as referenced in the Contract for Museum Services. Please attach Exhibit A to both of the original copies of that contract. Then, as President, please sign all copIes of the agreements, obtain the signature of the Histoncal Society's Secretary, and return all copies to my attention. I will then obtain the appropriate signatures here at the City and return fully executed copies for your files. The CIty Council is very excited that this restoration project is coming to a close and that the Histoncal Society wIll be providing a historical and cultural museum for the benefit of the community and its visitors. Thank you for your assistance, and please contact me if you have any questions. I can be reached at 360-417-4634 or bye-mail at cityclrk@ci.port-angeles.wa.us . Sincerely yours, ~~^- Becky J. Upton, CMC City Clerk/Management Assistant Enclosures 321 EAST FI FTH STREET · POBOX 1 150 · PORT ANGELES, WA 98362-0217 PHONE 360-417-4500. FAX 360-417-4509. TTY. 360-417-4645 E-MAIL. CITYMGR@CI PORT-ANGELES WA US Contract for Museum Development Services THIS CONTRACT is entered mto thIS day of August, 2003, by and between the City of Port Angeles, Washington, hereinafter called "City," and the Clallam County Historical Society, a non-profit corporation, hereinafter called "the Contractor." REPRESENTATIONS I. It is in the public interest to develop and establIsh a high quality hIstorical and cultural museum at the restored Carnegie Library on Lincoln Street in an effort to promote heritage education to the citizens of Port Angeles and Clallam County and to promote the expansion of tourism in the City of Port Angeles. 2. The Contractor desires to provide museum development services as set forth in SectlOn I below, utilizing funding provided by the City. 3. Upon completion of Said museum development services, the Contractor will occupy the restored CarnegIe Library and operate it as a museum. AGREEMENTS In consideratlOn of the above representatlOns and the payments, covenants and agreements hereinafter mentioned, to be made and performed by the parties hereto, the parties agree as follows: I. Scope of Services. A. The Contractor shall design, implement and install museum programs and exhibits and make necessary improvements to the building in order to establish a high quality museum at the restored Carnegie Library on Lincoln Street. B. The Contractor shall develop an innovative and interactive experience for visitors and residents who want to understand the history and culture of Clallam County. C. The Contractor shall promote historical and cultural sites and events ofthe Clallam County area, as appropriate augmentatlOn to the museum operation. D. The Contractor shall develop the museum in a high quality manner, using both volunteer and professional expertise and skllls to accomplish the scope of services described herem. E. The scope of services shall be performed in two phases as follows: I) Phase I, "Planning", shall include development of content and concept - 1- design and development of exhibits and spatial layout. This phase will include, but not be limited to, orgamzing space, developing exhibIt themes and programs, identifying artifact groupmgs for dIsplay, preparing preliminary text and graphic panels for review, and detaIling the desIgn components sufficiently to proceed toward construction m Phase II. A report describing the specific tasks accomplished in Phase I shall be presented to the City Manager for review and approval pnor to the commencement of Phase II. 2) Phase II, "Construction", shall include the final detail design and the constructionlfabncationlinstallation of exhibits. The exhibits shall include a combinatIOn of static and interactive displays, utilizing a variety of media mcludmg audio/video/computer eqUipment, appropriate signage, custom and standard dIsplays and cabinets, and artifacts from the Contractor's collection, as well as those borrowed from other museums and institutions. Outfittmg ofthe museum shall mclude appropriate office and retail sales furnishmgs. Also, the Contractor shall furnIsh and mstall an appropriate dedicatIOn plaque acceptable to the City acknowledging the financIal contributions that various organizations and foundations have made to the museum. F. The scope of servIces for Phases I and II shall be performed substantially consistent with the project agreement between the Contractor and its professional consultant, a preliminary copy of which is attached hereto as Exhibit A. Before proceeding to Phase II, the Contractor shall provide the City Manager with the appropriate attachments to the project agreement, settmg forth the detailed scope of work, for the City Manager's approval. 2. Ownership of Exhibits. All artIfacts and exhibit dIsplays and cabinetry mstalled by the Contractor shall be the property of the Contractor but at the City's option shall become the City's property m the event that the Contractor ceases operating the museum within the City of Port Angeles and removes saId items from within the City. 3. DuratIOn of Contract. All work shall be performed in a timely manner. The target date for the opening of the museum is July 1, 2004. Phase I of the contract shall be substantially complete prior to the commencing of Phase II. Phase II shall be substantially complete prior to the target opening date. 4. CompensatIOn and Method of Payment. The City shall pay the Contractor a sum not to exceed $250,000 for said scope of servIces. Payment for Phase I shall not exceed $50,000, and payment for Phase II shall not exceed $200,000, plus any residual balance from Phase 1. Progress payments on said amounts shall be paid monthly upon receipt and acceptance by the City Manager of the Contractor's monthly progress report, as reqUired under Paragraph 4- B of this contract. The Contractor will invoice the City for the monthly reimbursements. - 2- 5. Record Keeping and Reportmg. A. The Contractor shall mamtain accounts and records which accurately reflect the costs of each phase. These financial records and all records relating to the performance of this contract shall be available for City inspection. B. The Contractor shall provide the City with monthly reports fully describing what work has been performed pursuant to this contract and how the work relates to the work and activities set forth m SectIOn 1. Said monthly reports shall also include progress references to the project agreement. Monthly reports shall accompany the monthly invoices for payment. The final report for each Phase shall include a complete report describing and detailmg how the performance of the services has been accomplished in accordance with this contract. C. The Contractor shall use its best efforts to economize on overhead expenses to the maximum extent feasible m provIding the services to be performed pursuant to this contract. 6. Independent Contractor Status. The relationship created by this contract is that of independent contractmg entities. The Contractor is not an employee of the CIty and is not entitled to the benefits provided by the City to its employees. The Contractor, as an independent contractor, has the authority to control and dIrect the performance of the details of the work to be provided. The Contractor shall assume full responsibIlIty for payment of all Federal, State and local taxes or contributions imposed or required, including, but not limited to, unemployment insurance, Social Security and income tax. 7. Hold Harmless and Indemnification. The Contractor shall protect, defend, hold harmless, and indemnify the City, its officers, agents and employees from and against any and all claims, damages, losses and expenses, including reasonable attorney fees, occurring, ansmg or resulting from the performance of this Contract. 8. Insurance. During the performance of this contract, the Contractor shall reqUire its professional consultant to maintain comprehensive general liability insurance and while the Contractor is occupying the buildmg shall maintam public habilIty and property damage msurance in accordance with its lease with the City. 9. Breach. A. In the event of either party's material breach of the terms or conditions of this contract, the non-breaching party reserves the right to WIthhold payments or services until corrective action has been taken or completed. However, the party shall not exercise this right until they have given written notice of such material breach to the breachmg party and ten days have passed since the receipt of such notice. This option is in addition to and not in lieu of the parties' right to terminate thIS contract or any other right which state law offers for breach of contract. - 3- B. If eIther party shall materially breach any of the covenants undertaken herein or any of the duties imposed upon it by thIs contract, such material breach shall entitle the other party to termmate this contract, provIded that the party desinng to term mate for such cause shall give the offending party at least twenty days' written notice, specIfymg the partIculars wherein it is claimed that there has been a violation hereof, and If at the end of such time, the party notified has not removed the cause of complamt, or remedied the purported violation, then the termmation of thIS contract shall be deemed complete. 10. Non-Discrimination. The Contractor shall conduct its work in a manner which assures fair, equal and non-discriminatory treatment of all persons, without respect to race, creed or national origin, and, in particular: A. The Contractor shall maintain open hiring and employment practices and wIll welcome applIcations for employment in all positions from qualified individuals who are members of minorities protected by federal equal opportunity/affirmative actIOn requirements; and, B. The Contractor shall comply with all requirements of applicable federal, state or local laws or regulations issued pursuant thereto, relating to the establishment of non-discriminatory requirements in hiring and employment practices and assuring the services of all persons WIthout discrimination as to any person's race, color, religion, sex, Vietnam era veteran's status, disabled veteran condition, physical or mental handicap, or national origm. 11. Entire Contract. The parties agree that thIS contract is the complete expression ofthe terms hereto and any oral representation or understandmg not incorporated herein is excluded. Further, any modification of this contract shall be in writing and SIgned by both parties. IN WITNESS WHEREOF, the parties hereto caused this contract to be executed the day and year first hereinabove written. CITY OF PORT ANGELES CLALLAM COUNTY HISTORICAL SOCIETY By Mayor By President ATTEST: ATTEST: Becky J. Upton, Clerk Secretary APPROVED AS TO FORM: Craig D. Knutson, City Attorney Frank Ducceschi 531 E. Ahlvers Road, Port Angeles, W A 98362 U.S.A. Phone and Fax: 360-457-0502 x E-mail: d4two@olympus.net G \Legal_BackupIAGREEMENTS&CONTRACTS\ClCoHls con wpd August 18, 2003 - 4- COMMERCIAL PREMISES LEASE AGREEMENT THIS AGREEMENT is executed in duplicate this _day of August, 2003, by and between the CITY OF PORT ANGELES, a Washington municipal corporatIOn (heremafter "lessor") and the CLALLAM COUNTY HISTORICAL SOCIETY, a Washington nonprofit corporation (heremafter "lessee"). WITNESSETH: WHEREAS, the lessor is the owner of the Carnegie LIbrary Buildmg, hereinafter referred to as "the premIses", whIch IS sItuated upon the real property located in Clallam County, state ofWashmgton, CIty of Port Angeles and is referenced as the common site address of 205 S. Lincoln Street; and WHEREAS, the lessor is currently involved in a renovatIOn project of the premises and demes to preserve the pubhc use of the premises for the benefit of the conunumty; and WHEREAS, the lessor is statutorily authorized to provide cultural and recreational services, whIch may include contracting to operate a historical museum and/or leasing property for such purposes; and WHEREAS, the lessee has been organized for the express purpose of preservmg and promoting the hentage of the local area; and WHEREAS, both partIes desire that the premises be managed and operated as a place for pubhc enjoyment and education involving preservation of community hentage, display of histoncal artifacts, informative presentations, and otherrelated activities m accordance wIth the provisIOns, terms and condItIons of this agreement; NOW, THEREFORE, in consideration of the mutual undertaking and promises contamed herem, and the benefits to be realized by each party, and m future conSIderation of the benefit to the general public from the enhancement of the economic and historical environment of the CIty of Port Angeles to be realIzed by the performance of this agreement, and as a direct benefit to the lessor, the partIes agree as follows: 1. Leased premises. Lessor hereby leases to lessee, upon the terms and conditions herein set forth, the real property situated at 205 S. Lincoln Street m the City of Port Angeles, Clallam County, Washington, legally described as follows (hereinafter "the premises"), to-WIt: The butlding, and adjacent pedestrian walkways and ramps proVIding mgress and egress to said bUIldmg, located wIthm the northerly 130' (feet) of the easterly 150' (feet) of the followmg legally descnbed property: the north 370' (feet) of the east 220' (feet) of Suburban Lot 26 E, Townsite of Port Angeles, Clallam County, Washmgton, whIch is also IdentIfied as Clallam County tax parcel # 0630001026000000. 2. Use of premises and purpose. The premises shall be used for the operation of an histoncal museum and gIft shop for the express purpose of preserving and promotmg the hentage and culture of Port Angeles and Clallam County, and activitIes mCIdental thereto, and for no other purpose without the pnor written consent of lessor. SaId museum's exhibits and displays shall be of a high quality and be well- maintamed in order to provide quality service to the public. - 1 - The qualIty of the museum shall be measured by how well lessee's efforts reasonably meet the following objectives: To tell the story of the people of Clallam County, thus creatmg a museum that reflects the social history and provIdes SOCIal mteractIOn for the community. To feature exhIbits that will be user-fnendly and highly interactive, usmg technology as a key structural component when apphcable. To strive for an increase in the number of visitors to the museum each year. To earn continuing support, fiscal or otherwise, from other commumty institutions To keep a 67th percentile or above ratmg of the museum in an annual survey of visItors. To mclude the dIsplay of artifacts from the Clallam County HIstoncal SocIety's collectIOn. To create experiences that support the wide-ranging visitor demographIcs. To support tourism by promoting hIstorical SItes and events in Clallam County and Port Angeles, and to function as a condUIt to other museums withm the county. To extend students' classroom learning by developmg an expenence that provides compelling activities upon whIch area teachers may build CUrrIculum. Lessee shall not allow undue noise, VIbration, or offensive odor. Lessee shall not allow use of the premises in any way which would violate any certificate of occupancy, make VOId or voidable any insurance then in force with respect to the premises or make it impossible to obtain such insurance or cause an increase in the premiums therefor, cause structural injury to all or any part of the prenuses or to any improvements constructed thereon, create or continue a public or private nuisance, use the premises for any illegal purpose, or not comply with federal, state, and local laws and pohcIes applIcable WIthin the City of Port Angeles. Specifically, lessee shall exclusively occupy, operate, and manage the premises m a manner commensurate WIth the high quality reasonably expected by the public according to the provisions, terms, and conditIOns of this agreement. Lessee shall operate the prenuses, with respect to the promotIOn and marketmg of events, scheduling and staffing of hours of operation, display coordinatIOn, secunty of artIfacts and display matenals, poliCIes and procedures governmg operatIOns, and other necessary and appropriate actIOns, for the benefit ofthe public and the accomphshment ofthe purpose of this agreement. Lessee shall be responsIble for the payment ofWashmgton State sales tax resulting from the operatIOn of the gift shop Lessee shall allow lessor free temporary use of the premises when It is available and does not conflict WIth scheduled actIvities by lessee. Lessor shall be responsIble for any mcreased maintenance or out-of-pocket costs mcurred as a result of such special use. With respect to Sister City artifacts, lessor may make available to lessee artifacts and gifts receIved from any and all sister cities of the City ,of Port Angeles for use in dIsplays which respect the cultural and histoncal significance of the artifacts. The deciSIOn on the use of such artifacts and gifts in any such dIsplay shall rest solely WIth lessee. 3 Term. The term of thIS lease shall be for a period of twenty (20) years and shall commence on the 1st day ofJanuary, 2004, and terminate on the 31st day of December, 2023, inclUSIve 4. Renewal option. This lease shall be renewable for three (3) pen ods often (10) years each, the first renewal term commencmg on the first day of January, 2024, and terminatmg on the 3151 day of December, 2033, inclusive, by mutual agreement ofthe lessor and lessee. Such mutual agreement shall be in writing and executed at least one (1) year prior to the expiration of the initial term. The terms and conditions of the lease for such renewal term shall be Identical with the original term, except that either party - 2 - shall have the rIght to request that the amount of the rent be renegotiated, that any issue not already addressed in this agreement be considered for mclusion in the agreement, and/or that any other provlslOn of thIS agreement be considered for modIfication. 5. Rent. Lessee agrees to pay to lessor as and for the monthly rental amount for the premIses the sum of One Dollar ($1.00) per month, payable annually m the amount of$12.00 on or before January 1 of each year. In the event this agreement is determined to be subject to state leasehold excise tax, lessee shall be responsible for paying the tax or obtaining an exemption from the Department of Revenue. 6. Covenant of quiet enjoyment. Lessor covenants and agrees that lessee, upon performance of all oflessee's obligations under thIS lease, shall lawfully, quietly, and exclusively hold, occupy, and enjoy the leased premises during the term and any renewal term of thIS lease without disturbance by lessor or by any person havmg title paramount to lessor's tItle or by any person claiming under lessor, subject to the other terms and prOVIsions of this lease and subject to all mortgages, underlymg leases, and other underlying matters of record to which thIS lease IS or may become subject to and subordinate. 7. Acceptance of premises. As of the date of this lease, the premises are m the process of bemg remodeled by lessor, and lessor IS proceeding with due dilIgence to complete such work as soon as practical. Upon completion of the premises remodel and issuance by the proper building authority of a certIficate of occupancy (or a comparable determination that all such work performed by lessor and Its agents is III compliance WIth applIcable construction, health, safety, environmental, and other codes), lessee shall examine the premises and adVIse lessor oflessee's acceptance of the same in Its present condItion or of any deficiency needed to be remedied prior to lessee's occupancy thereof The taking of possession of the premises by lessee shall constitute acknowledgement by lessee that the prermses were then in good and tenantable conditlOn and as represented by lessor. 8. Utilities. In addition to the rent proVIded in Section 5 above, lessee shall pay all charges for heat, lIght, power, water, wastewater, solid waste, stormwater, telephone, internet connection, and other servIces or utilities used, rendered, or supplied upon or in connection with the prermses, and lessee shall indemnIfy lessor agamst any lIabilIty or damages on such account. Lessor shall be responsIble for any connection charges or other related charges to establish the imtial connection of the utIlity service, with the exception of the telephone service whIch shall be the total responsibilIty of lessee. 9. Maintenance by lessee. Lessee shall keep the premises in a neat, clean, and sanitary condition, and shall keep the premises and all Items therem mstalled by lessee III good condItion, except only for reasonable wear and tear and damage caused by any act or omission by lessor, its employees, agents, invltees, or licensees. Lessee shall be responsIble for general mamtenance of the premises whIch would reasonably be interpreted as jamtorial III nature, includmg without limitation daily janitOrIal and cleaning surfaces of the floors, walls, windows, and restroom areas, replacement oflight bulbs, removal of snow, Ice, and debns from pedestrian walkways, and other general cleaning tasks as necessary to maintam a safe and samtary environment for the publIc. Nothing in thIS agreement shall prevent lessor from assisting in these tasks and/or proVIding any equipment necessary for accomplishment of these tasks at the sole discretion of lessor. In addition, lessee shall be responsIble for repair and maintenance for all property items under its dIrect ownership or management, such as display cabinets and cases, operating eqUIpment such as telephones, computers, and other office equipment, and special lighting or secunty equipment necessary for the effectIve dIsplay of artifacts and items. - 3 - 10. Maintenance by lessor. Lessor shall be responsIble for the repaIr, mamtenance, and upkeep of the premises not set forth as the maintenance responsIbIlIty oflessee in SectIOn 9 above, includmg without limitation repair ofRY AC eqUIpment, exterior and mterIor surfaces, roof, foundations, utilIty infrastructure to serve the premises, exterior landscaping, and other related Items mvolvmg structural and mechanical maintenance and repair. 11. Alterations and improvements. Lessee shall make no changes, improvements or alterations to the premises WIthout first obtaimng the written consent oflessor, which consent shall not be unreasonably withheld. Except as otherwIse provIded herein, all changes, improvements, alterations, and repairs, if any, made by lessee shall remam on the premises and shall become the property of lessor upon the expiratIon or sooner terminatIon of thIS lease. Lessee shall not suffer or permIt the impositIOn of any liens against the premises, and lessor may, as a condItion to consenting to alterations, require that lessee give securIty satisfactory to lessor that the alterations and improvements will be completed free and clear ofliens and in a manner satIsfactory to lessor. Trade and other fixtures purchased and mstalled by lessee which can be removed without injury to the premises shall be and remain the property of lessee, prOVIded however that exhibits and other items paid for by lessor may become the lessor's property if lessee ceases operating the museum within the CIty of Port Angeles and removes Said Items from within the City Interior deSign schematic of the premises must be reviewed and approved by lessor WIth regard to display cabinetry which IS to be permanently attached to the structure. 12. Indemnification. Lessee shall indemnify lessor and hold lessor harmless from and against any and all claims, demands, causes of action, suits, or judgments (mcludmg costs, attorney's fees, and expenses incurred m connectIon therewith, whether or not suit is filed) for deaths or injuries to persons or for loss of or damage to property arising from or out of any occurrence in, upon, or at the premises and areas adJoinmg the same, or the occupancy or use by lessee of the premises or any part thereof, or occasioned wholly or in part by any act or omission of lessee, its agents, contractors, employees, servants, successors, assigns, invItees, or licensees, unless such damage is caused by the sole gross negligence, willful misconduct, or intentiOnal act of lessor. Lessee shall immediately notify lessor in writmg of any claim for death of or mjury to person or damages to or destructIOn of property or of any other conditIon or circumstances ansing upon or m connection With the premises whIch may expose lessee and/or lessor to liabilIty. AddItionally, lessor shall have the reciprocal obligation to likewise indemnify lessee and hold lessee harmless in the same manner as set forth above with regard to any claim arIsing out of or relating to lessor's ownership of the prerrnses and maintenance obligations hereunder. Should a court of competent jurisdiction determine that this agreement IS subject to RCW 4.24.115, as now or hereafter amended, then in the event of liabIlity for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent neglIgence oflessee and lessor, ItS officers, offiCIals, employees, and volunteers, lessee's liabIlity hereunder shall be only to the extent oflessee's neglIgence. It IS further specifically and expressly understood that the indemnification prOVIded herein constitutes lessee's waIver of immunity under Industnal Insurance, Title 51 RCW, solely for the purposes of thIS indemnIficatIOn. ThiS waiver has been mutually negotiated by the parties. The provisions of this Section 12 are intended to and shall survive the expiration or sooner terminatIOn of this agreement. 13. Liability insurance. Lessee shall at its expense mamtam public liability and property damage insurance inSUrIng against any and all claims for injUry to or death of persons and loss of or damage to property occurring upon and/or about the premises. Such insurance shall have liabIlity limits in an amount to meet the lessor's current standard requirements, but not less than $1,000,000.00 for each occurrence and - 4 - $2,000,000.00 in the aggregate per year. In no event shall the linuts of said policy(ies) be considered as luruting the liability oflessee under this agreement. All such insurance shall name lessor and lessee as co-insured, with severability of interest endorsement. All such insurance shall be issued by earners acceptable to lessor and shall contam a provision whereby the carrier agrees not to cancel or modify the msurance without sixty (60) days prior written notice to lessor Lessee shall furnish lessor with a certIficate eVIdencmg the aforesaId Insurance, and renewal certIficates shall be furnished to lessor at least thirty (30) days prior to the expIratIOn date of each policy for which a certificate was theretofore furnished. Lessor shall be entItled to pay any insurance prenuum not promptly paid by lessee and to charge back that cost to lessee as additIonal rent hereunder. 14. Lessor's property insurance. Lessor shall at its expense mamtain a polIcy of standard fire msurance with extended coverage for the premises in the amount of Its replacement value. Lessor may cause such insurance to name lessee as a co-insured, provided however that lessee understands and acknowledges that such insurance does not cover the personal property oflessee located on the premises and may not cover fixtures mstalled by lessee. Lessor shall have no liabilIty whatsoever for any loss or damage to the property oflessee. All proceeds of any such insurance shall be payable to lessor and shall be applied to the restoration of the premises to the extent provided in Section 17 below. Any proceeds of such insurance remaining after such restoration shall belong to lessor. 15. Waiver of subrogation. Lessor and lessee hereby mutually release each other from lIabilIty and waive all rIghts of recovery against each other from any loss, to the extent insurance proceeds are recovered for such loss, from any insured risk under their respective insurance policies on the premises and contents, includmg, WIthout hmitation, any fire insurance policies and extended coverage endorsements thereto. This Section 15 shall be inapplIcable if it would have the effect, but only to the extent that It would have the effect, of invalIdating any msurance coverage of lessor or lessee. 16. Assignment and subletting. Neither this lease nor any right hereunder may be assigned, transferred, encumbered, or sublet in whole or m part by lessee, by operation of law or otherwIse (except aSSIgnment by lessee of its rIghts hereunder to a successor nonprofit orgamzatIon), without lessor's prIor WrItten consent, which consent will not be unreasonably WIthheld. If lessor shall give Its consent to any aSSIgnment or sublease, this Section 16 shall nevertheless continue in full force and effect and no further aSSIgnment or sublease shall be made except In accordance with thIS paragraph Notwithstanding anything to the contrary herem, lessee may make the prenuses aVailable on a fee-basis and consistent with applicable laws, for related and supportive actIvities which promote the purpose of this agreement, as a way to enhance operating revenues, and WIthout first obtaining the WrItten consent of lessor 17. Damage or destruction. If the prenuses are damaged or destroyed by fire or any other cause, lessor shall restore the premIses, except for such fixtures, Improvements, and alteratIons as are mstalled by lessee in accordance herewith, as nearly as practIcable to their conditIOn immediately prIor to such damage or destructIon. Lessee, at lessee's expense, shall so restore all such approved fixtures, improvements, and alterations installed by lessee. The oblIgations to restore provided m thIS SectIon 17 shall be subject to lessor's termination rights provided below. Any restoration shall be promptly commenced and dilIgently prosecuted. Lessor shall not be liable for any consequentIal damages by reason of any such damage or destruction - 5 - Notwithstanding any of the foregomg provIsions of the next precedmg paragraph, in the event the premises shall be destroyed or damaged to such an extent that lessor deems it is not economically feasIble to restore the same, then lessor may terminate this lease as of the date of the damage or destruction by givmg lessee notice to that effect. 18. Surrender of premises. 18.1 CONDITION OF PREMISES. Upon expiration of the initial term or any renewal term or earlier termination on account of default, lessee shall quit and surrender the premises in good, neat, clean, and sanitary condItIon, except for reasonable wear and tear and damage caused by any act or olll1ssion by lessor, its employees, agents, invitees, or licensees, and lessee shall delIver all keys to lessor. AlteratIons constructed by lessee WIth permission from lessor shall not be removed or restored to the onginal condItion unless the terms ofpernussIOn for the alterations so provIde. All repair for which lessee is responsible shall be completed to the latest practIcal date prior to such surrender Lessee's obligations under this SubsectIOn 18.1 and shall be subordmate to the provIsIOns of SectIOn 17 relating to destructIOn. 18.2 FIXTURES. Lessee may mstall on the premises such equipment as is customanly used in the type of business conducted by lessee on the premises. Upon the expIration or sooner termination of this lease, lessee shall, at lessee's expense, remove from the premises all such trade fixtures and all other property placed on the premIses by lessee including movable furniture, decorations, floor covenngs (other than hard surface bonded or adhesively fixed floonng), curtams, blinds, and furnishmgs. Lessee shall repair any damage to the premises occasioned by the removal of such trade fixtures or other property. Any property left in the premises after the expiratIon or sooner ternunatlOn of this lease shall be deemed to have been abandoned by lessee and become the property of lessor to dispose of as lessor deems expedient WIthout accounting to lessee therefor. All fixtures placed upon the premIses during the term, other than lessee's trade fixtures, shall, at lessor's optIOn, become the property of lessor. If lessor so elects, lessee may remove any or all fixtures which would otherwIse remam the property of lessor and may repaIr, at lessee's expense, any physical damage to the premises occasioned by such removal. Upon a default as hereinabove provided, this agreement shall be terminated. In such event, all personal property of lessee shall be removed within sixty (60) days of the termination date or revert to ownership of lessor. 19. Dispute resolution. In the event a dIspute arises as to whether the parties are complymg with the terms of this agreement, the parties hereby agree to use the following dispute resolution procedure before pursuing any other remedy. First, lessor's CIty manager and lessee's preSIdent, or theIr designees, shall meet to resolve the dIspute WIthin twenty (20) days ofwntten notice by eIther party. Ifthe dispute continues, either party may give written notice to the other to call a ResolutIon Panel conSIsting of lessor's designee, lessee's designee, and a third designee selected by the first two. It IS intended that the ResolutIOn Panel be comprised of designees that are neutral and detached and are not employed by or on the governing boards of eIther party to thIS agreement. In the event the partIes are unable to agree upon the third member ofthe Resolution Panel, eIther party may petItion the Supenor Court ofClallam County for the appointment of the third member of the Resolution Panel. Each party shall be responsIble for any costs or fees associated with its representative and shall equally pay for any costs or fees associated with the thIrd member. The partIes shall present the dIspute to the Resolution Panel within thirty (30) days of the selection or appointment of the third member of the panel. The Resolution Panel shall render a decision within thirty (30) days of the presentatIOn or as soon as is otherwise reasonably practicable. The deCIsion ofthe Resolution Panel shall be binding upon the parties, and any violation or failure to comply with such deCIsion shall constItute a default hereunder. - 6 - 20. Termination. Failure of either party to comply with any term or condItion, or to fulfill any oblIgatIon, of this agreement wIthm thIrty (30) days after wntten notice from the other party, specIfymg the nature of the default with reasonable particulanty and statmg the necessary remedial action to be taken, shall constitute a default hereunder. However, if the default IS of such a nature that It cannot be completely remedIed WIthin a thIrty (30) day penod, this proviSIOn shall be complied WIth If the defaultmg party begms correction ofthe default wIthm the thIrty (30) day period and thereafter proceeds WIth reasonable dIlIgence and good faith to effect the remedy as soon as reasonably practicable 21. Fiscal records. Lessee shall maintam fiscal records and accounts consIstent with practices of smlilar non-profit organizatIons, whIch shall include, at a mmimum, a monthly statement of mcome and expenses and balance sheet of assets and habllItIes. AddItIonally, lessee shall provide an annual financial report to lessor and shall maintam Its records so that lessor or an outside auditor may mspect and audIt the records with proper notice In addItion, lessee shall provide a quarterly actIvity report which details events held, operatIonal hours, revenue and expense summaries, and other data as can be reasonably provided and acceptable to lessor. These records and reports are intended to assist the lessor in measuring the lessee's performance m meeting the objectives IdentIfied in Section 2 of this agreement. 22. Nondiscrimination. Lessee agrees to manage and operate under this agreement in a fair, equal, and non-dIscrinlinatory basis to all users of the prenlises WIthout dIscrimmatIOn to any person or group of persons in any manner prohibited by applicable local, state, or federal laws and regulations. 23. Notices. All notices, demands, and requests to be given by either party to the other shall be m wntmg. All notices, demands, and requests may be personally served or mailed. If mailed, such notices, demands, and requests shall be sent by certIfied or registered mail to the parties at the addresses below their respective SIgnatures herein. 24. Non-waiver. Time is and shall be of the essence of this lease and of each and every part hereof, and no failure of a party to msist upon the strict performance of any proviSIOn hereof shall be construed as depnving such party ofthe right to msist upon strict performance of such proviSIOn or any other provision m the future. No waiver of any proVIsion of this lease nor any alteration, modIficatIOn, or abandonment of any covenant, term, or condItIon of thIS lease required to be performed shall be deemed to have been made unless expressed m wnting and signed by the parties. No acceptance of rent or of any other payment by lessor from lessee after any default by lessee shall constitute a Waiver of any such default or any other default. 25 Attorney's fees. In connectIOn with any controversy, claim, or dIspute (mcluding arbItratIOn, admmistrative, bankruptcy, and JudIcial proceedings, mcluding appeals therefrom) arising out of or relating to thIS agreement, the method and manner of performance hereunder, or the breach hereof, the preVailIng party shall be entitled to and awarded, in additIOn to any other relief, a reasonable sum as and for Its attorney's fees and costs. If neIther party wholly preVails, the party that substantIally prevaIls shall be awarded a reasonable sum as and for attorney's fees and costs. Attorney's fees shall include services rendered whether or not a lawsuit is commenced, services rendered at both the trial and appellate court levels, as well as services rendered subsequent to judgment and obtaming execution thereon. Such fees, costs, and expenses shall bear interest at the highest rate allowable under Chapter 19.52 RCW, as now or hereafter amended, but in any event not less than twelve percent (12%) per annum. - 7 - 26. Binding effect. Subject to the provisions of Section 16 above, this lease shall be bmdmg upon and mure to the benefit of the partIes hereto and their respective personal and legal representatives, successors, and assigns. 27. Memorandum of lease. This lease shall not be recorded without the prior written consent of lessor The parties agree to execute and acknowledge a memorandum of this lease m a form suitable for recording eVidencing the commencement date and expiration date of this lease and any special provIsions hereof. Upon expiration or sooner terminatIOn of this lease, lessee shall execute in recordable form and deliver to lessor a quit claim deed covering the prerruses. 28. Entire agreement. ThiS document contams the entire and integrated lease agreement of the parties and there are no terms, obligations, covenants, or condItions of said lease agreement other than those contamed herem. This document may not be modified except in writing signed and acknowledged by all parties hereto. 29. Miscellaneous. 29.1 CAPTIONS AND CONSTRUCTION. The captIOns m this lease are fortheconvemence of the reader and are not to be construed in the mterpretatIOn of its terms. 29.2 INTERPRETATION. This lease has been subrrutted to the scrutiny of all parties hereto and their legal counsel, if desired, and shall be gIVen a fair and reasonable interpretation in accordance with the language hereof, WIthout consideration or weight being given to ItS having been drafted by any party hereto or ItS legal counsel. 29.3 PARTIAL INVALIDITY. If any term or proviSIOn of this lease or the applicatIOn thereof to any person or circumstance shall to any extent be mvalid or unenforceable, the remainder of this lease, or the application of such term or proviSIOn to persons or circumstances other than those as to which it IS invalId or unenforceable, shall not be affected thereby, and each term and proviSIOn of this lease shall be valId and enforced as written to the full extent perrrutted by law. 29.4 CONFLICT OF PROVISIONS. In case of conflict, the more specific provision of this lease shall control. 29.5 RELATIONSHIP OF PARTIES. Nothingcontamedherein shall create the relationship ofpnncIpal and agent, master and servant, mdependent contractor, or of partnershIp or Joint venture between the partIes hereto, and no provisions contamed herein shall be deemed to create any relationship between the partIes other than that of landlord and tenant. 29.6 GOVERNING LAW. This lease shall be governed by the laws of the State of Washington and venue shall be in Clallam County. 29.7 ESTOPPEL CERTIFICATE. Lessor and lessee agree from time to time promptly to execute, acknowledge, and deliver to the other party a statement in writing certifying that thiS lease IS unmodified and in full force and effect (or If there have been modifications that the same is in full force and effect as modified and stating the modifications), whether any party is in default or breach ofthis lease, and the dates to whIch the basic rent and other charges have been paid in advance, if any. - 8 - 29.8 NUMBER; GENDER; PERMISSIVE VERSUS MANDATORY USAGE. Where the context permits, references to the singular shall include the plural and vice versa, and references to the neuter gender shall include the femimne and masculme. Use of the word "may" shall denote an option or pnvilege and shall impose no oblIgatIOn upon the party which may exercIse such option or privIlege. Use of the word "shall" shall denote a duty or an obligation. IN WITNESS WHEREOF, the parties hereto have executed this instrument in duplicate the day and year first above WrItten. CITY OF PORT ANGELES (lessor): CLALLAM COUNTY mSTORICAL SOCIETY (lessee): By' By: Signature SIgnature Title TItle Date Date Address Address STATE OF WASHINGTON) ) ss. County of Clallam ) On thIs _ day of August, 2003, before me, a Notary Public for the State of Washington, duly cOmmIssioned and sworn, personally appeared Glenn Wiggins, to me known to be the Mayor of the CIty of Port Angeles, the municipal corporation that executed the foregoing instrument, and acknowledged saId Instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute SaId instrument, and that the seal affixed IS the seal of saId mumcipal corporation. Given under my hand and official seal the day and year first in this certificate above written. Notary Public m and for the State of Washington, residing at Port Angeles. My COmmIssion expires: - 9 - . ST A TE OF WASHINGTON) ) ss. County of Clallam ) On thIS _ day of August, 2003, before me, a Notary Public for the State of Washington, duly comnussIOned and sworn, personally appeared , to me known to be the of the Clallam County Historical Society, corporation that executed the foregolllg lllstrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that _he was authorized to execute Said instrument, and that the seal affixed IS the seal of Said municipal corporation. Given under my hand and offiCIal seal the day and year first in this certificate above written. Notary Public in and for the State of Washlllgton, residing at Port Angeles. My commission expires: G \Legal_Backup\LEASESICamegle Lease wpd August 18, 2003 - 10 -